Exhibit
        10.1

      EXECUTION



     

    SEQUOIA
      RESIDENTIAL FUNDING, INC.

    Depositor

     

    WELLS
      FARGO BANK, N.A.

    Master
      Servicer and Securities Administrator

     

    and

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    ___________________________

    


    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of July 1, 2007

    ___________________________

    


    


    


    
 

    


    SEQUOIA
      MORTGAGE TRUST 2007-3

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    TABLE
      OF
      CONTENTS

    Page

    


    
      	
              ARTICLE
                I DEFINITIONS

            	
              8

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions

            	
              8

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans

            	
              44

            
	 	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              45

            
	 	 	 
	
              Section
                2.01.

            	
              Creation
                and Declaration of Trust Fund; Conveyance of Mortgage
                Loans

            	
              45

            
	
              Section
                2.02.

            	
              Acceptance
                of Trust Fund by Trustee; Review of Documentation for Trust
                Fund

            	
              48

            
	
              Section
                2.03.

            	
              Representations
                and Warranties of the Depositor

            	
              49

            
	
              Section
                2.04.

            	
              Discovery
                of Breach; Repurchase or Substitution of Mortgage Loans

            	
              51

            
	
              Section
                2.05.

            	
              [Reserved]

            	
              54

            
	
              Section
                2.06.

            	
              Grant
                Clause

            	
              54

            
	 	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              55

            
	 	 	 
	
              Section
                3.01.

            	
              The
                Certificates

            	
              55

            
	
              Section
                3.02.

            	
              Registration

            	
              56

            
	
              Section
                3.03.

            	
              Transfer
                and Exchange of Certificates

            	
              56

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates

            	
              60

            
	
              Section
                3.05.

            	
              Replacement
                of Certificates

            	
              60

            
	
              Section
                3.06.

            	
              Persons
                Deemed Owners

            	
              60

            
	
              Section
                3.07.

            	
              Temporary
                Certificates

            	
              61

            
	
              Section
                3.08.

            	
              Appointment
                of Paying Agent

            	
              61

            
	
              Section
                3.09.

            	
              Book-Entry
                Certificates

            	
              61

            
	 	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE TRUST FUND

            	
              63

            
	 	 	 
	
              Section
                4.01.

            	
              Collection
                Accounts; Distribution Account

            	
              63

            
	
              Section
                4.02

            	
              [Reserved]

            	
              64

            
	
              Section
                4.03

            	
              [Reserved]

            	
              64

            
	
              Section
                4.04.

            	
              Reports
                to Trustee and Certificateholders

            	
              64

            
	 	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              67

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions
                Generally

            	
              67

            
	
              Section
                5.02.

            	
              Distributions
                from the Distribution Account

            	
              68

            
	
              Section
                5.03.

            	
              Allocation
                of Losses

            	
              74

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer

            	
              76

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments

            	
              76

            


    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    
      	
              Section
                5.06.

            	
              Reserve
                Fund

            	
              76

            
	 	 	 
	
              ARTICLE
                VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
                OF
                DEFAULT

            	
              77

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee and the Securities Administrator

            	
              77

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee and the Securities
                Administrator

            	
              80

            
	
              Section
                6.03.

            	
              Trustee
                and Securities Administrator Not Liable for Certificates

            	
              82

            
	
              Section
                6.04.

            	
              Trustee
                and the Securities Administrator May Own Certificates

            	
              83

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator

            	
              83

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee and the Securities Administrator

            	
              83

            
	
              Section
                6.07.

            	
              Successor
                Trustee and Successor Securities Administrator

            	
              84

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee or the Securities
                Administrator

            	
              85

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian

            	
              86

            
	
              Section
                6.10.

            	
              Authenticating
                Agents

            	
              87

            
	
              Section
                6.11.

            	
              Indemnification
                of the Trustee and the Securities Administrator

            	
              88

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Securities Administrator and the Trustee

            	
              89

            
	
              Section
                6.13.

            	
              Collection
                of Monies

            	
              89

            
	
              Section
                6.14.

            	
              Events
                of Default; Trustee To Act; Appointment of Successor

            	
              89

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default

            	
              93

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults

            	
              93

            
	
              Section
                6.17.

            	
              Notification
                to Holders

            	
              93

            
	
              Section
                6.18.

            	
              Directions
                by Certificateholders and Duties of Trustee During Event of
                Default

            	
              94

            
	
              Section
                6.19.

            	
              [Reserved]

            	
              94

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Other Reports

            	
              94

            
	
              Section
                6.21.

            	
              Reporting
                to the Commission

            	
              95

            
	
              Section
                6.22.

            	
              Annual
                Statements of Compliance

            	
              101

            
	
              Section
                6.23.

            	
              Annual
                Assessments of Compliance

            	
              102

            
	
              Section
                6.24.

            	
              Accountant’s
                Attestation

            	
              104

            
	 	 	 
	
              ARTICLE
                VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
                FUND

            	
              105

            
	 	 	 
	
              Section
                7.01.

            	
              Purchase
                of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
                of All Mortgage Loans

            	
              105

            
	
              Section
                7.02.

            	
              Procedure
                Upon Redemption and Termination of Trust Fund.

            	
              106

            
	
              Section
                7.03.

            	
              Additional
                REMIC Related Termination Requirements

            	
              107

            
	 	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	108
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders

            	
              108

            


    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

    
      	
              Section
                8.02.

            	
              Access
                to List of Holders

            	
              109

            
	
              Section
                8.03.

            	
              Acts
                of Holders of Certificates

            	
              109

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

            	
              110

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer; Enforcement of Servicer's and Master Servicer's
                Obligations

            	
              110

            
	
              Section
                9.02

            	
              Assumption
                of Master Servicing by Trustee

            	
              113

            
	
              Section
                9.03.

            	
              Representations
                and Warranties of the Master Servicer

            	
              114

            
	
              Section
                9.04.

            	
              Compensation
                to the Master Servicer

            	
              115

            
	
              Section
                9.05.

            	
              Merger
                or Consolidation

            	
              116

            
	
              Section
                9.06.

            	
              Resignation
                of Master Servicer

            	
              116

            
	
              Section
                9.07.

            	
              Assignment
                or Delegation of Duties by the Master Servicer

            	
              117

            
	
              Section
                9.08.

            	
              Limitation
                on Liability of the Master Servicer and Others

            	
              117

            
	
              Section
                9.09.

            	
              Indemnification;
                Third-Party Claims

            	
              118

            
	
              Section
                9.10.

            	
              Master
                Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
                Policy

            	
              118

            
	 	 	 
	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              118

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration

            	
              118

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities

            	
              121

            
	
              Section
                10.03.

            	
              Indemnification
                with Respect to Prohibited Transactions or Loss of REMIC
                Status

            	
              121

            
	
              Section
                10.04.

            	
              REO
                Property

            	
              122

            
	 	 	 
	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              122

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment

            	
              122

            
	
              Section
                11.02.

            	
              Entire
                Agreement

            	
              122

            
	
              Section
                11.03.

            	
              Amendment

            	
              123

            
	
              Section
                11.04.

            	
              Voting
                Rights

            	
              124

            
	
              Section
                11.05.

            	
              Provision
                of Information

            	
              124

            
	
              Section
                11.06.

            	
              Governing
                Law

            	
              125

            
	
              Section
                11.07.

            	
              Notices

            	
              125

            
	
              Section
                11.08.

            	
              Severability
                of Provisions

            	
              125

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers

            	
              126

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation

            	
              126

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement

            	
              126

            
	
              Section
                11.12.

            	
              Special
                Notices to the Rating Agencies

            	
              126

            
	
              Section
                11.13.

            	
              Conflicts

            	
              127

            
	
              Section
                11.14.

            	
              Counterparts

            	
              127

            
	
              Section
                11.15

            	
              No
                Petitions

            	
              128

            
	
              Section
                11.16

            	
              Intention
                of the Parties and Interpretation; Indemnification

            	
              128

            


    


    
      
         

      

      
        iii

        
          

        

      

      
         

      

    


     

    ATTACHMENTS

     

    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                C

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                D

            	
              Form
                of Custody Agreement

            
	
              Exhibit
                E

            	
              List
                of Servicing Agreements

            
	
              Exhibit
                F

            	
              List
                of Purchase Agreements

            
	
              Exhibit
                G

            	
              List
                of Limited Purpose Surety Bonds

            
	
              Exhibit
                H

            	
              Form
                of Rule 144A Transfer Certificate

            
	
              Exhibit
                I

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            
	
              Exhibit
                J

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                K

            	
              Form
                of Letter of Representations with the Depository Trust
                Company

            
	
              Exhibit
                L

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                M

            	
              Form
                of Annual Certification

            
	
              Exhibit
                N

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                O

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                P

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                Q

            	
              Additional
                Form 8-K Disclosure

            
	 	 
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            


    

    


    


    



    
      
         

      

      
        iv

        
          

        

      

      
         

      

    


    

      This
        POOLING AND SERVICING AGREEMENT, dated as of July 1, 2007 (the “Agreement”), by
        and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as
        depositor (the “Depositor”), HSBC
        BANK
        USA, NATIONAL ASSOCIATION,
        a
        national banking association, as trustee (the “Trustee”), and WELLS FARGO BANK,
        N.A., in its dual capacities as master servicer (the “Master Servicer”) and
        securities administrator (the “Securities Administrator”) and acknowledged by
        RWT HOLDINGS, INC., a Delaware corporation, as seller (the “Seller”), for
        purposes of Section 2.04.

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor has acquired the Mortgage Loans from the Seller and at the Closing
        Date is the owner of the Mortgage Loans and related property being conveyed
        by
        the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On
        the
        Closing Date, the Depositor will acquire the Certificates from the Trustee
        as
        consideration for the Depositor’s transfer to the Trust Fund of the Mortgage
        Loans, and the other property constituting the Trust Fund. The Depositor
        has
        duly authorized the execution and delivery of this Agreement to provide for
        the
        conveyance to the Trustee of the Mortgage Loans and the related property
        constituting the Trust Fund. All covenants and agreements made by the Seller
        in
        the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by
        the
        Depositor, the Master Servicer, the Securities Administrator and the Trustee
        herein, with respect to the Mortgage Loans and the other property constituting
        the Trust Fund, are for the benefit of the Holders from time to time of the
        Certificates. The Depositor, the Trustee, the Master Servicer and the Securities
        Administrator are entering into this Agreement, and the Trustee is accepting
        the
        Trust Fund created hereby, for good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged.

       

      As
        provided herein, the Securities Administrator shall elect that the Trust
        Fund
        (exclusive of the Additional Collateral and the assets deposited in the Reserve
        Fund (the “Excluded Trust Property”)) be treated for federal income tax purposes
        as comprising four real estate mortgage investment conduits (each, a “REMIC” or,
        in the alternative, the “Group 1 Lower-Tier REMIC,” the “Group 1 Upper-Tier
        REMIC,” the “Group 2 Lower-Tier REMIC” and the “Group 2 Upper-Tier REMIC”). Each
        Group 1 Certificate, other than the Class 1-AR Certificate and the Class
        1-LTR
        Certificate, is hereby designated as a regular interest in the Group 1
        Upper-Tier REMIC, as described herein. In addition, each of the LIBOR
        Certificates represents the right to receive payments in respect of Net WAC
        Shortfalls from the related Sub Account of the Reserve Fund as provided in
        Section 5.02 and Section 5.06. The owners of the Interest-Only Certificates
        beneficially own the Sub Accounts that compose the Reserve Fund. The Class
        1-AR
        Certificate is hereby designated as the sole class of residual interest in
        the
        Group 1 Upper-Tier REMIC.

       

      The
        Class
        1-LTR Certificate evidences ownership of the sole class of residual interest
        in
        the Group 1 Lower-Tier REMIC (the “1-LTR Interest”). The Group 1 Lower-Tier
        REMIC shall hold as its assets the Pool 1 Mortgage Loans and all property
        of the
        Trust Fund related thereto, other than the Excluded Trust Property and other
        than the interests in any REMIC formed hereby. Each Group 1 Lower-Tier Interest
        other than the 1-LTR Interest is hereby designated as a regular interest
        in the
        Group 1 Lower-Tier REMIC and the 1-LTR Interest is hereby designated as the
        sole
        Class of residual interest in the Group 1 Lower-Tier REMIC. The
        Group 1 Upper-Tier REMIC shall hold as its assets the Group 1 Lower-Tier
        Interests other than the 1-LTR Interest. 

       

      Each
        Group 2 Certificate, other than the Class 2-AR Certificate and the Class
        2-LTR
        Certificate, is hereby designated as a regular interest in the Group 2
        Upper-Tier REMIC, as described herein. The Class 2-AR Certificate is hereby
        designated as the sole class of residual interest in the Group 2 Upper-Tier
        REMIC.

      

        


         


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        The
          Class
          2-LTR Certificate evidences ownership of the sole class of residual interest
          in
          the Group 2 Lower-Tier REMIC (the “2-LTR Interest”). The Group 2 Lower-Tier
          REMIC shall hold as its assets the Pool 2A, Pool 2B and Pool 2C Mortgage
          Loans
          and all property of the Trust Fund related thereto, other than the Excluded
          Trust Property and other than the interests in any REMIC formed hereby.
          Each
          Group 2 Lower-Tier Interest other than the 2-LTR Interest is hereby designated
          as a regular interest in the Group 2 Lower-Tier REMIC and the 2-LTR Interest
          is
          hereby designated as the sole Class of residual interest in the Group 2
          Lower-Tier REMIC. The
          Group 2 Upper-Tier REMIC shall hold as its assets the Group 2 Lower-Tier
          Interests other than the 2-LTR Interest.

         

        The
          Lower-Tier REMIC Interests

         

        Group
          1 Lower-Tier REMIC

         

        The
          following table sets forth (or describes) the Class designation, interest
          rate,
          and initial Class Principal Amount for each Class of Group 1 Lower-Tier
          Interests:

         

         

          
            	
                    Group
                      1 Lower-Tier 

                    REMIC
                      Interest 

                    Designation

                  	 	
                     

                     Interest
                      Rate

                  	 	
                    Initial
                      Class 

                    Principal
                      Amount

                  	 	
                    Corresponding
                      Class of Certificate(s) 

                  
	
                    LT-1A1

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-A1,
                      1-AR, 1-XA

                  
	
                    LT-1A2

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-A2,
                      1-XA

                  
	
                    LT-1B1

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B1,
                      1-XB

                  
	
                    LT-1B2

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B2,
                      1-XB

                  
	
                    LT-1B3

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B3

                  
	
                    LT-1B4

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B4

                  
	
                    LT-1B5

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B5

                  
	
                    LT-1B6

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    1-B6

                  
	
                    1-LTR

                  	 	
                    (2)

                  	 	
                    (2)

                  	 	
                    1-LTR

                  


          

        

        __________________

         

        
          	 	
                  (1)

                	
                  The
                    interest rate with respect to any Distribution Date (and the
                    related
                    Accrual Period) for each of these Group 1 Lower-Tier Interests
                    will be a
                    per annum rate equal to the Pool 1 Net
                    WAC.

                


        

         

        
          	 	
                  (2)

                	
                  The
                    1-LTR Interest is the sole class of residual interest in the
                    Lower-Tier
                    REMIC. It does not have a principal balance and does not bear
                    interest.

                


        

         

        
          	 	
                  (3)

                	
                  This
                    interest shall have an initial class principal amount equal to
                    the
                    aggregate Initial Class Principal Amount of its Corresponding
                    Class(es) of
                    Certificates (other than any interest-only
                    certificates).

                


        

         

        On
          each
          Distribution Date, the Available Distribution Amount distributable as interest
          with respect to Pool 1 shall be distributed as interest with respect to
          the
          Group 1 Lower-Tier Interests based on the interest rates described above.
          On
          each Distribution Date, Interest Shortfalls with respect to Pool 1 shall
          be
          allocated among the related Group 1 Lower-Tier Interests based on the relative
          amounts of interest otherwise accrued for the related Accrual Period on
          each
          such Group 1 Lower-Tier Interest.

         


        
          
             

          

          
            2

            
              

            

          

          
             

          

        


        On
          each
          Distribution Date, the remaining Available Distribution Amount distributable
          with respect to Pool 1 shall be distributed as principal to the Group 1
          Lower-Tier Interests as follows:

        


        
          	 	
                  (i)

                	
                  first,
                    to the LT-1A1 and LT-1A2 Interests, pro rata, until their Class
                    Principal
                    Amounts equal the sum of the Class Principal Amounts of their
                    Corresponding Class(es) of Certificates (other than any interest-only
                    certificates);

                


        

         

        	1.  	
                (ii)second,
                  to the LT-1B1
                  Interest until its Class Principal Amount equals the Class Principal
                  Amount of the Class 1-B1 Certificate; 

              


         

        	2.  	
                (iii)third,
                  to the LT-1B2
                  Interest until its Class Principal Amount equals the Class Principal
                  Amount of the Class 1-B2 Certificate; 

              


         

        	3.  	
                (iv)fourth,
                  to the LT-1B3
                  Interest until its Class Principal Amount equals the Class Principal
                  Amount of the Class 1-B3 Certificate;

              


         

        	4.  	
                (v)fifth,
                  to the
                  LT-1B4 Interest until its Class Principal Amount equals the Class
                  Principal Amount of the Class 1-B4 Certificate;


              


         

        	5.  	
                (vi)sixth,
                  to
                  the LT-1B5
                  Interest until its Class Principal Amount equals the Class Principal
                  Amount of the Class 1-B5 Certificate; 

              


         

        	6.  	
                (vii)seventh,
                  to the LT-1B6
                  Interest until its Class Principal Amount equals the Class Principal
                  Amount of the Class 1-B6 Certificate; and

              


         

        	7.  	
                (viii)finally,
                  to the
                  1-LTR Interest, any remaining amounts (including
                  any and all remaining amounts representing net gain, if any, from
                  the sale
                  of any REO Properties at a price in excess of the foreclosed balance
                  of
                  the related Mortgage Loan or other Liquidation Proceeds realized
                  with
                  respect to Pool 1).

              


         

         

        Group
          2 Lower-Tier REMIC

         

        The
          following table sets forth (or describes) the Class designation, interest
          rate,
          and initial Class Principal Amount for each Class of Group 2 Lower-Tier
          Interests:

         

         

          
            	
                    Group
                      2 Lower-Tier 

                    REMIC
                      Interest

                    Designation

                  	 	
                     

                     

                    Interest
                      Rate

                  	 	
                    Initial
                      Class 

                    Principal
                      Amount

                  	 	
                    Corresponding
                      Pool or Corresponding Class of Certificates

                  
	
                    2-LT-Pool
                      2A

                  	 	
                    (1)

                  	 	
                    (5)

                  	 	
                    2A

                  
	
                    2-LT-Pool
                      2A PSA

                  	 	
                    (1)

                  	 	
                    (6)

                  	 	
                    2A

                  
	
                    2-LT-Pool
                      2B

                  	 	
                    (2)

                  	 	
                    (5)

                  	 	
                    2B

                  
	
                    2-LT-Pool
                      2B PSA

                  	 	
                    (2)

                  	 	
                    (6)

                  	 	
                    2B

                  
	
                    2-LT-Pool
                      2C

                  	 	
                    (3)

                  	 	
                    (5)

                  	 	
                    2C

                  
	
                    2-LT-Pool
                      2C PSA

                  	 	
                    (3)

                  	 	
                    (6)

                  	 	
                    2C

                  
	
                    2-LTR

                  	 	
                    (4)

                  	 	
                    (4)

                  	 	
                    Class
                      2-LTR

                  


          

        

        __________________

         

        
          	 	
                  (1)

                	
                  The
                    interest rate with respect to any Distribution Date (and the
                    related
                    Accrual Period) for each of these Group 2 Lower-Tier Interests
                    will be a
                    per annum rate equal to the Pool 2A Net
                    WAC.

                


        

         

        
          	 	
                  (2)

                	
                  The
                    interest rate with respect to any Distribution Date (and the
                    related
                    Accrual Period) for each of these Group 2 Lower-Tier Interests
                    will be a
                    per annum rate equal to the Pool 2B Net
                    WAC.

                


        

         

        
          	 	
                  (3)

                	
                  The
                    interest rate with respect to any Distribution Date (and the
                    related
                    Accrual Period) for each of these Group 2 Lower-Tier Interests
                    will be a
                    per annum rate equal to the Pool 2C Net
                    WAC

                


        

         

        
          	 	
                  (4)

                	
                  The
                    2-LTR Interest is the sole class of residual interest in the
                    Group 2
                    Lower-Tier REMIC. It does not have a principal balance and does
                    not bear
                    interest.

                


        

         

        
          	 	
                  (5)

                	
                  The
                    Class Principal Amount with respect to any Distribution Date
                    (and the
                    related Accrual Period) for each of these Group 2 Lower-Tier
                    Interests
                    will be an amount equal to the excess of (i) the Aggregate Stated
                    Principal Balance of the Corresponding Pool over (ii) the Class
                    Principal
                    Amount of the Group 2 Lower Tier Interest having “PSA” in its designation
                    that corresponds to the same Mortgage
                    Pool.

                


        

         

        
          	 	
                  (6)

                	
                  The
                    Class Principal Amount with respect to any Distribution Date
                    (and the
                    related Accrual Period) for each of these Group 2 Lower-Tier
                    Interests
                    will be an amount equal to one percent of the Pool Subordinate
                    Amount of
                    the Corresponding Pool.

                


        

         

        On
          each
          Distribution Date, the Available Distribution Amount distributable as interest
          with respect to Pool 2A, Pool 2B and Pool 2C shall be distributed as interest
          with respect to the Group 2 Lower-Tier Interests based on the interest
          rates
          described above. On each Distribution Date, Interest Shortfalls shall be
          allocated among the related Group 2 Lower-Tier Interests based on the relative
          amounts of interest otherwise accrued for the related Accrual Period on
          each
          such Group 2 Lower-Tier Interest.

         

        On
          each
          Distribution Date, the remaining Available Distribution Amount shall be
          distributed as principal on the Group 2 Lower-Tier Interests as
          follows:

        


        
          	 	
                  (1)

                	
                  first,
                    from the remaining Available Distribution Amount for Pool 2A,
to
                    the 2-LT-Pool 2A PSA Interest until its Class Principal Amount
                    equals one
                    percent of the Pool 2A Subordinate Amount after such Distribution
                    Date;

                


        

         

        
          	 	
                  (2)

                	
                  second,
                    from the remaining Available Distribution Amount for Pool 2B,
to
                    the 2-LT-Pool 2B PSA Interest until its Class Principal Amount
                    equals one
                    percent of the Pool 2B Subordinate Amount after such Distribution
                    Date;

                


        

         

        
          	 	
                  (3)

                	
                  third,
                    from the remaining Available Distribution Amount for Pool 2C,
to
                    the 2-LT-Pool 2C PSA Interest until its Class Principal Amount
                    equals one
                    percent of the Pool 2C Subordinate Amount after such Distribution
                    Date;

                


        

         

        
          	 	
                  (4)

                	
                  fourth,
                    to
                    the
                    2-LT-Pool 2A PSA, 2-LT-Pool 2B PSA or 2-LT-Pool 2C PSA Interest,
                    from the
                    remaining Available Distribution Amount, the minimum amount necessary
                    to
                    cause the ratio of the Class Principal Amount of each such Group
                    2
                    Lower-Tier REMIC Interest to the sum of the Class Principal Amounts
                    of the
                    other Group 2 Lower-Tier REMIC Interests to equal the ratio of
                    the Pool
                    Subordinate Amount related to such interest to the sum of the
                    Pool
                    Subordinate Amount related to the other Group 2 Lower-Tier REMIC
                    Interests
                    immediately after such Distribution
                    Date;

                


        

         


        
          
             

          

          
            3

            
              

            

          

          
             

          

        


        
          	 	
                  (5)

                	
                  fifth,
                    from the remaining Available Distribution Amount for Pool 2A,
                    to the
                    2-LT-Pool 2A Interest, until its Class Principal Amount is reduced
                    to
                    zero;

                


        

         

        
          	 	
                  (6)

                	
                  sixth,
                    from the remaining Available Distribution Amount for Pool 2B,
                    to the
                    2-LT-Pool 2B Interest, until its Class Principal Amount is reduced
                    to
                    zero; 

                


        

         

        
          	 	
                  (7)

                	
                  seventh,
                    from the remaining Available Distribution Amount for Pool 2C,
                    to the
                    2-LT-Pool 2C Interest, until its Class Principal Amount is reduced
                    to
                    zero; and

                


        

         

        
          	 	
                  (8)

                	
                  finally,
                    to
                    the Class 2-LT-R Interest, any remaining amounts (including any
                    and all
                    remaining amounts representing net gain, if any, from the sale
                    of any REO
                    Properties at a price in excess of the foreclosed balance of
                    the related
                    Mortgage Loan or other Liquidation Proceeds realized with respect
                    to Pool
                    2A, Pool 2B or Pool 2C).

                


        

         

        The
          Certificates and the Upper-Tier REMICs

         

         

        The
          following table sets forth (or describes) the Class designation, Certificate
          Interest Rate, initial Class Principal Amount (or initial Class Notional
          Amount)
          and minimum denomination for each Class of Certificates comprising interests
          in
          the Trust Fund created hereunder.

         


        
          
             

          

          
            4

            
              

            

          

          
             

          

        


        


         

          
            	
                     

                    Class
                      Designation

                  	 	
                    Certificate

                    Interest
                      Rate

                  	 	
                    Initial
                      Class 

                    Class
                      Principal or Class Notional Amount

                  	 	
                     

                     

                    Minimum

                    Denominations
                      or Percentage Interest

                  
	
                    Class
                      1-A1

                  	 	
                    (1)

                  	 	
                    $417,157,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      1-A2

                  	 	
                    (2)

                  	 	
                    $
                       15,875,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      1-AR

                  	 	
                    (3)

                  	 	
                    $            
                       100.00

                  	 	
                    100%

                  
	
                    Class
                      1-XA

                  	 	
                    (4)

                  	 	
                    (5)

                  	 	
                    100%

                  
	
                    Class
                      1-XB

                  	 	
                    (6)

                  	 	
                    (7)

                  	 	
                    100%

                  
	
                    Class
                      1-B1

                  	 	
                    (8)

                  	 	
                    $ 
                        3,086,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-B2

                  	 	
                    (9)

                  	 	
                    $  
                       1,764,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-B3

                  	 	
                    (10)

                  	 	
                    $   
                         662,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-B4

                  	 	
                    (10)

                  	 	
                    $ 
                        1,543,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-B5

                  	 	
                    (10)

                  	 	
                    $   
                         441,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-B6

                  	 	
                    (10)

                  	 	
                    $    
                        441,623.09

                  	 	
                    $100,000.00

                  
	
                    Class
                      1-LTR

                  	 	
                    (11)

                  	 	
                    (11)

                  	 	
                    100%

                  
	
                    Class
                      2A-A1

                  	 	
                    (12)

                  	 	
                    $130,048,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2A-A2

                  	 	
                    (12)

                  	 	
                    $ 
                        5,655,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2B-A1

                  	 	
                    (13)

                  	 	
                    $ 
                      77,686,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2B-A2

                  	 	
                    (13)

                  	 	
                    $ 
                        3,378,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2C-A1

                  	 	
                    (14)

                  	 	
                    $ 
                      73,752,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2C-A2

                  	 	
                    (14)

                  	 	
                    $  
                       3,207,000.00

                  	 	
                    $
                      25,000.00

                  
	
                    Class
                      2-AR

                  	 	
                    (12)

                  	 	
                    $   
                               
                      100.00

                  	 	
                    100%

                  
	
                    Class
                      2-B1

                  	 	
                    (15)

                  	 	
                    $ 
                        5,202,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-B2

                  	 	
                    (15)

                  	 	
                    $   
                      2,448,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-B3

                  	 	
                    (15)

                  	 	
                    $  
                       1,529,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-B4

                  	 	
                    (15)

                  	 	
                    $  
                       1,377,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-B5

                  	 	
                    (15)

                  	 	
                    $  
                       1,071,000.00

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-B6

                  	 	
                    (15)

                  	 	
                    $  
                          612,612.99

                  	 	
                    $100,000.00

                  
	
                    Class
                      2-LTR

                  	 	
                    (16)

                  	 	
                    (16)

                  	 	
                    100%

                  
	 	 	 	 	 	 	 


          

        

        
          	 	
                  (1)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-A1 Certificates is the
                    per annum
                    rate equal to the least of (i) One-Month LIBOR plus 0.200%, (ii)
                    the Pool
                    1 Net WAC and (iii) 11.500%; provided,
                    however,
                    that if the Holder of the Class 1-LTR Certificate does not exercise
                    the
                    option to redeem the Group 1 Certificates on or prior to the
                    Group 1
                    Step-Up Date, then the per annum rate calculated pursuant to
                    clause (i)
                    above with respect to the Class 1-A1 Certificates will be One-Month
                    LIBOR
                    plus 0.400% on the Distribution Date immediately following the
                    Group 1
                    Step-Up Date and for all Distribution Dates
                    thereafter.

                


        

         

        
          	 	
                  (2)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-A2 Certificates is the
                    per annum
                    rate equal to the least of (i) One-Month LIBOR plus 0.370%, (ii)
                    the Pool
                    1 Net WAC and (iii) 11.500%; provided,
                    however,
                    that if the Holder of the Class 1-LTR Certificate does not exercise
                    the
                    option to redeem the Group 1 Certificates on or prior to the
                    Group 1
                    Step-Up Date, then the per annum rate calculated pursuant to
                    clause (i)
                    above with respect to the Class 1-A2 Certificates will be One-Month
                    LIBOR
                    plus 0.740% on the Distribution Date immediately following the
                    Group 1
                    Step-Up Date and for all Distribution Dates
                    thereafter.

                


        

         

         


        
          
             

          

          
            5

            
              

            

          

          
             

          

        


        
          	 	
                  (3)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-AR Certificates will
                    equal the
                    Pool 1 Net WAC.

                


        

         

        
          	 	
                  (4)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-XA Certificates will
                    be a per
                    annum rate equal to the excess, if any, of the Pool 1 Net WAC
                    over the
                    weighted average of the Certificate Interest Rates of the Class
                    1-A1 and
                    Class 1-A2 Certificates (multiplied by a fraction, the numerator
                    of which
                    is 23 and
                    the denominator of which is 30 for the first Distribution Date
                    only).
                    

                


        

         

        
          	 	
                  (5)

                	
                  The
                    Class
                    1-XA Certificate is an interest only Certificate and for any
                    Distribution
                    Date the Class Notional Amount of the Class 1-XA Certificates
                    is equal to
                    the aggregate of the Class Principal Amounts of the Class
                    1-A1 and Class 1-A2 Certificates
                    immediately before such Distribution Date. The initial Class
                    Notional
                    Amount of the Class 1-XA Certificates is $433,032,000.
                    

                


        

         

        
          	 	
                  (6)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-XB Certificates will
                    be a per
                    annum rate equal to the excess, if any, of the Pool 1 Net WAC
                    over the
                    weighted average of the Certificate Interest Rates of the Class
                    1-B1 and
                    Class 1-B2 Certificates (multiplied by a fraction, the numerator
                    of which
                    is 23 and
                    the denominator of which is 30 for the first Distribution Date
                    only).
                    

                


        

         

        
          	 	
                  (7)

                	
                  The
                    Class
                    1-XB Certificate is an interest only Certificate and for any
                    Distribution
                    Date the Class Notional Amount of the Class 1-XB Certificates
                    is equal to
                    the aggregate of the Class Principal Amounts of the Class 1-B1
                    and Class
                    1-B2 Certificates immediately before such Distribution Date.
                    The initial
                    Class Notional Amount of the Class 1-XB Certificates is
                    $4,850,000.

                


        

         

        
          	 	
                  (8)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-B1 Certificates is the
                    per annum
                    rate equal to the least of (i) One-Month LIBOR plus 0.550%, (ii)
                    the Pool
                    1 Net WAC and (iii) 11.500%; provided,
                    however,
                    that if the Holder of the Class 1-LTR Certificate does not exercise
                    the
                    option to redeem the Group 1 Certificates on or prior to the
                    Group 1
                    Step-Up Date, then the per annum rate calculated pursuant to
                    clause (i)
                    above with respect to the Class 1-B1 Certificates will be One-Month
                    LIBOR
                    plus 0.825% on the Distribution Date immediately following the
                    Group 1
                    Step-Up Date and for all Distribution Dates
                    thereafter.

                


        

         

        
          	 	
                  (9)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-B2 Certificates is the
                    per annum
                    rate equal to the least of (i) One-Month LIBOR plus 0.850%, (ii)
                    the Pool
                    1 Net WAC and (iii) 11.500%; provided,
                    however,
                    that if the Holder of the Class 1-LTR Certificate does not exercise
                    the
                    option to redeem the Group 1 Certificates on or prior to the
                    Group 1
                    Step-Up Date, then the per annum rate calculated pursuant to
                    clause (i)
                    above with respect to the Class 1-B2 Certificates will be One-Month
                    LIBOR
                    plus 1.275% on the Distribution Date immediately following the
                    Group 1
                    Step-Up Date and for all Distribution Dates
                    thereafter.

                


        

         

        
          	 	
                  (10)

                	
                  The
                    Certificate Interest Rates with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 1-B3, Class 1-B4, Class
                    1-B5 and
                    Class 1-B6 Certificates will equal the Pool 1 Net
                    WAC.

                


        

         

        
          	 	
                  (11)

                	
                  The
                    Class 1-LTR Certificate does not have a Certificate Interest
                    Rate or a
                    Class Principal Amount.

                


        

         

        
          	 	
                  (12)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 2A-A1, Class 2A-A2 and
                    Class 2-AR
                    Certificates will equal the Pool 2A Net
                    WAC.

                


        

         

        
          	 	
                  (13)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 2B-A1 and Class 2B-A2 Certificates
                    will equal the Pool 2B Net WAC. 

                


        

         

        
          	 	
                  (14)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 2C-A1 and Class 2C-A2 Certificates
                    will equal the Pool 2C Net WAC

                


        

         

        
          	 	
                  (15)

                	
                  The
                    Certificate Interest Rates with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class 2-B1, Class 2-B2, Class
                    2-B3, Class
                    2-B4, Class 2-B5 and Class 2-B6 Certificates will equal the Group
                    2
                    Subordinate Net WAC.

                


        

         

        
          	 	
                  (16)

                	
                  The
                    Class 2-LTR Certificate does not have a Certificate Interest
                    Rate or a
                    Class Principal Amount.

                


        

         


        
          
             

          

          
            6

            
              

            

          

          
             

          

        


        As
          of the
          Cut-off Date, the Mortgage Loans had an Aggregate Stated Principal Balance
          of
          $746,935,436.08.

         

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

         

         

        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01  Definitions. 
          The
          following words and phrases, unless the context otherwise requires, shall
          have
          the following meanings:

         

        1-LTR
          Interest:
          The sole residual interest in the Group 1 Lower-Tier REMIC, as described
          in the
          Preliminary Statement to this Agreement.

         

        2-LTR
          Interest:
          The sole residual interest in the Group 2 Lower-Tier REMIC, as described
          in the
          Preliminary Statement to this Agreement.

         

        10-K
          Filing Deadline:
          As defined in Section 6.21(b)(i) hereof.

         

        Accepted
          Servicing Practices:
          With respect to any Mortgage Loan, those mortgage servicing practices of
          prudent
          mortgage lending institutions which service mortgage loans of the same
          type as
          such Mortgage Loan in the jurisdiction where the related Mortgaged Property
          is
          located.

         

        Accountant:
          A Person engaged in the practice
          of accounting who (except when this Agreement provides that an Accountant
          must
          be Independent) may be employed by or affiliated with the Depositor or
          an
          Affiliate of the Depositor.

         

        Accountant’s
          Attestation:
          As defined in Section 6.24.

         

        Accrual
          Period:
          With respect to any Distribution Date and any Class of LIBOR Certificates,
          the
          period commencing on the 20th
          day of the month preceding the month in which the Distribution Date occurs
          and
          ending on the 19th
          day of the month in which the Distribution Date occurs; provided,
          however,
          that the first Accrual Period with respect to the LIBOR Certificates shall
          be
          the period beginning on the Closing Date and ending on August 19, 2007.
          The
          Accrual Period applicable to the remaining Classes of Certificates and
          to each
          Lower-Tier Interest is the calendar month preceding the month in which
          the
          Distribution Date occurs. Interest shall accrue on all Classes of Certificates
          and on all Lower-Tier Interests on the basis of a 360-day year consisting
          of
          twelve 30-day months, except
          that for the first Accrual Period only, interest shall accrue on each Class
          of
          LIBOR Certificates on the basis of a 23-day Accrual Period and a year assumed
          to
          consist of 360 days.
          

         

        Acknowledgements:
          The Assignment, Assumption and Recognition Agreements, each dated July
          27, 2007,
          assigning rights under the Purchase Agreements and the Servicing Agreements
          from
          the Seller to the Depositor and from the Depositor to the Trustee, for
          the
          benefit of the Certificateholders.

         


        
          
             

          

          
            7

            
              

            

          

          
             

          

        


        Additional
          Collateral:
          With
          respect to any Additional Collateral Mortgage Loan, the marketable securities
          and other acceptable collateral pledged as collateral pursuant to the related
          pledge agreements.

         

        Additional
          Collateral Mortgage Loan:
          Each Mortgage Loan identified as such in the Mortgage Loan
          Schedule.

         

        Additional
          Form 10-D Disclosure:
          As defined in Section 6.21(a)(i).

         

        Additional
          Form 10-K Disclosure:
          As defined in Section 6.21(b)(i).

         

        Additional
          Servicer:
          Each
          affiliate of a Servicer that Services any of the Mortgage Loans and each
          Person
          who is not an affiliate of the Depositor, who Services 10% or more of the
          Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage
          Loans, annually at the commencement of the calendar year prior to the year
          in
          which an Item 1123 Certificate is required to be delivered). For clarification
          purposes, the Master Servicer and the Securities Administrator are Additional
          Servicers.

         

        Adjustment
          Date:
          As to any Mortgage Loan, the date on which the related Mortgage Rate adjusts
          in
          accordance with the terms of the related Mortgage Note.

         

        Advance:
          With
          respect to a Mortgage Loan, the payments required to be made by the Master
          Servicer or the applicable Servicer with respect to any Distribution Date
          pursuant to this Agreement or the Servicing Agreements, as applicable,
          the
          amount of any such payment being equal to the aggregate of the payments
          of
          principal and interest (net of the Master Servicing Fee and/or the applicable
          Servicing Fee and net of any net income in the case of any REO Property)
          on the
          Mortgage Loans that were due on the related Due Date and not received as
          of the
          close of business on the related Determination Date, less the aggregate
          amount
          of any such delinquent payments that the Master Servicer or the Servicers
          have
          determined would constitute Nonrecoverable Advances if advanced.

         

        Adverse
          REMIC Event:
          Either
          (i) loss of status as a REMIC, within the meaning of Section 860D of the
          Code,
          for any group of assets identified as a REMIC in the Preliminary Statement
          to
          this Agreement, or (ii) imposition of any tax, including the tax imposed
          under
          Section 860F(a)(1) on prohibited transactions, and the tax imposed under
          Section
          860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
          to
          the extent such tax would be payable from assets held as part of the Trust
          Fund.


         

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

         


        
          
             

          

          
            8

            
              

            

          

          
             

          

        


        Aggregate
          Expense Rate:
          With respect to any Mortgage Loan, the sum of the Master Servicing Fee
          Rate, the
          applicable Servicing Fee Rate and the premium rate of any lender-paid Primary
          Mortgage Insurance Policy, expressed as an annual rate.

         

        Aggregate
          Stated Principal Balance:
          As to any Distribution Date, the aggregate of the Stated Principal Balances
          for
          all Mortgage Loans (and when such term is used with respect to a particular
          Mortgage Pool, the aggregate of the Stated Principal Balances of the Mortgage
          Loans in such Mortgage Pool) which were outstanding on the Due Date in
          the month
          preceding the month of such Distribution Date.

         

        Aggregate
          Voting Interests:
          The aggregate of the Voting
          Interests of all the Certificates under this Agreement.

         

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

         

        Applicable
          Credit Support Percentage:
          As to any Class of Group 1 Subordinate Certificates and any Distribution
          Date,
          the sum of the Class Subordination Percentage of such Class and the aggregate
          of
          the Class Subordination Percentages of all other Classes (if any) of Group
          1
          Subordinate Certificates that rank lower in priority than such Class; and
          as to
          any Class of Group 2 Subordinate Certificates and any Distribution Date,
          the sum
          of the Class Subordination Percentage of such Class and the aggregate of
          the
          Class Subordination Percentages of all other Classes (if any) of Group
          2
          Subordinate Certificates that rank lower in priority than such
          Class.

         

        Apportioned
          Principal Balance:
          As to any Distribution Date and each Class of Group 2 Subordinate Certificates,
          the Class Principal Amount thereof immediately prior to that Distribution
          Date
          multiplied by a fraction, the numerator of which is the applicable Pool
          Subordinate Amount (i.e.,
          the Pool 2A Subordinate Amount, the Pool 2B Subordinate Amount or the Pool
          2C
          Subordinate Amount, as the case may require), and the denominator of which
          is
          the sum of the Pool 2A Subordinate Amount, the Pool 2B Subordinate Amount
          and
          the Pool 2C Subordinate Amount, in each case, on such date.

         

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

         

        Assessment
          of Compliance:
          As defined in Section 6.23(a).

         

        Assignment
          of Mortgage:
          An assignment of the Mortgage, notice of transfer or equivalent instrument,
          in
          recordable form, sufficient under the laws of the jurisdiction wherein
          the
          related Mortgaged Property is located to reflect the sale of the Mortgage
          to the
          Trustee, which assignment, notice of transfer or equivalent instrument
          may be in
          the form of one or more blanket assignments covering the Mortgage Loans
          secured
          by Mortgaged Properties located in the same jurisdiction, if permitted
          by law;
provided,
          however,
          that the Trustee shall not be responsible for determining whether any such
          assignment is in recordable form.

         


        
          
             

          

          
            9

            
              

            

          

          
             

          

        


        Authenticating
          Agent:
          Any authenticating
          agent appointed by the Trustee pursuant to Section 6.10 until any successor
          authenticating agent for the Certificates is named, and thereafter
“Authenticating Agent” shall mean any such successor. The initial Authenticating
          Agent shall be the Securities Administrator under this Agreement.

         

        Authorized
          Officer:
          Any Person who may execute
          an Officer’s Certificate on behalf of the Depositor.

         

        Available
          Distribution Amount:
          With respect to any Distribution Date and each Mortgage Pool, the total
          amount
          of all cash, including the related Redemption Price (if applicable) received
          by
          the Master Servicer or the Securities Administrator on the Mortgage Loans
          in
          such Mortgage Pool from each Servicer or otherwise through the Distribution
          Account Deposit Date for deposit into the Distribution Account in respect
          of
          such Distribution Date, including (1) all scheduled installments of interest
          (net of the related Servicing Fees and Master Servicing Fees) and principal
          collected on the related Mortgage Loans and due during the Due Period related
          to
          such Distribution Date, together with any Advances in respect thereof,
          (2) all
          Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and the
          proceeds
          of any Additional Collateral from the related Mortgage Loans, in each case
          for
          such Distribution Date, (3) all partial or full Principal Prepayments,
          together
          with any accrued interest thereon, identified as having been received from
          the
          related Mortgage Loans during the related Prepayment Period, (4) any amounts
          paid by the Master Servicer and/or received from the Servicers in respect
          of
          Prepayment Interest Shortfalls with respect to the related Mortgage Loans;
          (5)
          the aggregate Purchase Price of all Defective Mortgage Loans in such Mortgage
          Pool purchased from the Trust Fund during the related Prepayment Period
          and (6)
          in the case of Pool 2C and for the first Distribution Date only, an initial
          amount of $125,091.15 deposited by the Depositor in the Distribution Account
          on
          the Closing Date, minus:

         

        (A) an
          amount equal to the product of (a) the applicable Pool Percentage and (b)
          the
          sum of (i) all related fees, charges and other amounts (other than the
          Master
          Servicing Fees) payable or reimbursable to the Master Servicer, the Securities
          Administrator and the Trustee under this Agreement (subject to an aggregate
          maximum amount of $300,000 annually (per year from the Closing Date to
          the first
          anniversary of the Closing Date and each subsequent anniversary year thereafter)
          to be paid to such parties collectively, whether from collections from
          Pool 1,
          Pool 2A, Pool 2B or Pool 2C, in the order claims for payment of such amounts
          are
          received by the Securities Administrator, provided, however, that if a
          claim is
          presented for an amount that, when combined with the amount of prior claims
          paid
          during that year, would exceed $300,000, then only a portion of such claim
          will
          be paid that will make the total amount paid during that year equal to
          $300,000
          and the excess remaining unpaid, together with any additional claims received
          during that year, will be deferred until the following anniversary year
          and if
          the total amount of such deferred claims exceeds $300,000 then payment
          in such
          following anniversary year (and each subsequent anniversary year as may
          be
          needed until such deferred claims are paid in full) shall be apportioned
          between
          the Master Servicer and the Securities Administrator, on the one hand,
          and the
          Trustee on the other hand, in proportion to the aggregate amount of deferred
          claims submitted by such group as of the last day of the prior year, and
          (ii)
          all charges and other amounts payable to the Servicers under the Servicing
          Agreements;

         


        
          
             

          

          
            10

            
              

            

          

          
             

          

        


        (B) in
          the case of (2), (3), (4) and (5) above, with respect to the related Mortgage
          Loans, any related unreimbursed expenses incurred by the related Servicers
          in
          connection with a liquidation or foreclosure and any unreimbursed Advances
          or
          Servicer Advances due to the Master Servicer or the related
          Servicers;

         

        (C) with
          respect to the related Mortgage Loans, any related unreimbursed Nonrecoverable
          Advances due to the Master Servicer or the Servicers; and

         

        (D) in
          the case of (1) through (4) above, with respect to the related Mortgage
          Loans,
          any related amounts collected which are determined to be attributable to
          a
          subsequent Due Period or Prepayment Period. 

         

        Back-Up
          Certification:
          As defined in Section 6.21(e).

         

        Bankruptcy:
          As to any Person, the making of an assignment for the benefit of creditors,
          the
          filing of a voluntary petition in bankruptcy, adjudication as a bankrupt
          or
          insolvent, the entry of an order for relief in a bankruptcy or insolvency
          proceeding, the seeking of reorganization, arrangement, composition,
          readjustment, liquidation, dissolution or similar relief, or seeking, consenting
          to or acquiescing in the appointment of a trustee, receiver or liquidator,
          dissolution, or termination, as the case may be, of such Person pursuant
          to the
          provisions of either the Bankruptcy Code or any other similar state
          laws.

         

        Bankruptcy
          Code:
          The United States Bankruptcy Code of 1986, as amended.

         

        BBA:
          The British Banker’s Association.

         

        Benefit
          Plan Opinion:
          An Opinion of Counsel satisfactory to the Certificate Registrar to the
          effect
          that any proposed transfer will not (i) cause the assets
          of the Trust Fund to be regarded as plan assets for purposes of the Plan
          Asset
          Regulations or (ii) give rise to any fiduciary duty on the part of the
          Depositor
          or the Trustee.

         

        Book-Entry
          Certificates:
          Beneficial interests in Certificates
          designated as “Book-Entry Certificates” in this Agreement, ownership and
          transfers of which shall be evidenced or made through book entries by a
          Clearing
          Agency as described in Section 3.09; provided,
          that
          after
          the occurrence of a Book-Entry Termination whereupon book-entry registration
          and
          transfer are no longer permitted and Definitive Certificates are to be
          issued to
          Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry
          Certificates.” As of the Closing Date, the following Classes of Certificates
          constitute Book-Entry Certificates: Class 1-A1, Class 1-A2, Class 1-XA,
          Class
          1-XB, Class 2A-A1, Class 2A-A2, Class 2B-A1, Class 2B-A2, Class 2C-A1,
          Class
          2C-A2, Class 1-B1, Class 1-B2, Class 1-B3, Class 2-B1, Class 2-B2 and Class
          2-B3.

         

        Book-Entry
          Termination:
          As
          defined in Section 3.09(c).

         


        
          
             

          

          
            11

            
              

            

          

          
             

          

        


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

         

        Certificate:
          Any one of the certificates signed by the Trustee and authenticated by
          the
          Securities Administrator as Authenticating Agent in substantially the forms
          attached hereto
          as Exhibit A.

         

        Certificate
          Interest Rate:
          With respect to each Class of Certificates and any Distribution Date, the
          applicable per annum rate described in the Preliminary Statement to this
          Agreement.

         

        Certificate
          Owner:
          With respect to a Book-Entry Certificate, the Person who is the owner of
          such
          Book-Entry Certificate, as reflected on the books of the Clearing Agency,
          or on
          the books of a Person maintaining an account with such Clearing Agency
          (directly
          or as an indirect participant, in accordance with the rules of such Clearing
          Agency).

         

        Certificate
          Principal Amount:
          With
          respect to any Certificate (other than an Interest-Only Certificate), at
          the
          time of determination, the maximum specified dollar amount of principal
          to which
          the Holder thereof is then entitled hereunder, such amount being equal
          to the
          initial principal amount set forth on the face of such Certificate, less
          (i) the amount of all principal distributions previously made with respect
          to such Certificate; (ii) all Realized Losses allocated to such
          Certificate; provided,
          however,
          that on
          any Distribution Date on which a Subsequent Recovery is distributed, the
          Certificate Principal Amount of any Certificate then outstanding to which
          a
          Realized Loss amount has been applied will be increased sequentially, in
          order
          of seniority, by an amount equal to the lesser of (A) the Realized Loss
          amount
          previously allocated to that Certificate and (B) any Subsequent Recovery
          allocable to any Group 1 Certificate after application (for this purpose)
          to
          more senior Classes of Group 1 Certificates, and any Subsequent Recovery
          allocable to any Group 2 Certificate after application (for this purpose)
          to
          more senior Classes of Group 2 Certificates pursuant to this Agreement;
          (iii) in
          the case of a Group 1 Subordinate Certificate, any Group 1 Subordinate
          Certificate Writedown Amount allocated to such Certificate; and (iv) in
          the case
          of a Group 2 Subordinate Certificate, any Group 2 Subordinate Certificate
          Writedown Amount allocated to such Certificate. For purposes of Article
          V
          hereof, unless specifically provided to the contrary, Certificate Principal
          Amounts shall be determined as of the close of business of the immediately
          preceding Distribution Date, after giving effect to all distributions made
          on
          such date. Interest-Only Certificates, if applicable, are issued without
          Certificate Principal Amounts.

         

        Certificate
          Register and Certificate Registrar:
          The register
          maintained and the registrar appointed pursuant to Section 3.02. The Securities
          Administrator will act as the initial Certificate Registrar.

         

        Certificateholder:
          The meaning provided in the definition
          of “Holder.”

         

        Certification
          Parties:
          As
          defined in Section 6.21(e).

         

        Certifying
          Person:
          As
          defined in Section 6.21(e).

         


        
          
             

          

          
            12

            
              

            

          

          
             

          

        


        Civil
          Relief Act:
          The
          Servicemembers Civil Relief Act, as amended, or any similar state or local
          law.

         

        Class:
          Collectively, Certificates bearing the same class designation. In the case
          of
          the Lower-Tier REMIC,
          the
          term “Class” refers to all Lower-Tier Interests having
          the same alphanumeric designation.

         

        Class
          1-AR Certificate:
          The
          Class 1-AR Certificate executed by the Trustee, and authenticated and delivered
          by the Authenticating Agent, substantially in the form annexed hereto as
          Exhibit
          A, and evidencing the ownership of the sole residual interest in the Group
          1
          Upper-Tier REMIC.

         

        Class
          1-LTR Certificate:
          The
          Class 1-LTR Certificate executed by the Trustee and authenticated and delivered
          by the Authenticating Agent, substantially in the form annexed as Exhibit
          A and
          evidencing ownership of the 1-LTR Interest.

         

        Class
          1-XA Required Reserve Fund Deposit:
          For any
          Distribution Date, an amount equal to the lesser of (i) the Current Interest
          for
          the Class 1-XA Certificates for such Distribution Date and (ii) the amount
          needed to increase the amount on deposit in the Class 1-XA Sub Account
          to the
          sum of (a) Net WAC Shortfalls for such Distribution Date with respect to
          the
          Class 1-A1 and Class 1-A2 Certificates and (b) $5,000.

         

        Class
          1-XA Sub Account:
          As
          defined in Section 5.06(b).

         

        Class
          1-XB Required Reserve Fund Deposit:
          For any
          Distribution Date, an amount equal to the lesser of (i) the Current Interest
          for
          the Class 1-XB Certificates for such Distribution Date and (ii) the amount
          needed to increase the amount on deposit in the Class 1-XB Sub Account
          to the
          sum of (a) Net WAC Shortfalls for such Distribution Date with respect to
          the
          Class 1-B1 and Class 1-B2 Certificates and (b) $5,000.

         

        Class
          1-XB Sub Account:
          As
          defined in Section 5.06(b).

         

        Class
          2-AR Certificate:
          The
          Class 2-AR Certificate executed by the Trustee, and authenticated and delivered
          by the Authenticating Agent, substantially in the form annexed hereto as
          Exhibit
          A, and evidencing the ownership of the sole residual interest in the Group
          2
          Upper-Tier REMIC.

         

        Class
          2-LTR Certificate:
          The
          Class 2-LTR Certificate executed by the Trustee and authenticated and delivered
          by the Authenticating Agent, substantially in the form annexed as Exhibit
          A and
          evidencing ownership of the 2-LTR Interest.

         

        Class
          Notional Amount:
          With
          respect to any Class of Interest-Only Certificates, the applicable class
          notional amount calculated as provided in the Preliminary Statement to
          this
          Agreement.

         

        Class
          Principal Amount:
          With
          respect to each Class of Certificates (other than any Interest-Only
          Certificate), the aggregate of the Certificate Principal Amounts of all
          Certificates of such Class at the date of determination. With respect to
          any
          Lower-Tier
          Interest,
          the
          initial Class Principal Amount as shown or described in the table set forth
          in
          the Preliminary Statement to this Agreement for the issuing REMIC, as reduced
          by
          principal distributed with respect to such Lower-Tier Interest and
          Realized Losses allocated to such Lower-Tier
          Interest at
          the
          date of determination.

         

         


        
          
             

          

          
            13

            
              

            

          

          
             

          

        


        Class
          Subordination Percentage:
          With
          respect to each Class of Group 1 Subordinate Certificates or Group 2 Subordinate
          Certificates, for each Distribution Date, the percentage obtained by dividing
          the Class Principal Amount of such Class immediately prior to such Distribution
          Date by the aggregate of the Class Principal Amounts of all Classes of
          Group 1
          Subordinate Certificates or Group 2 Subordinate Certificates, respectively,
          immediately prior to such Distribution Date.

         

        Clearing
          Agency:
          An organization registered as a “clearing agency” pursuant to Section 17A
          of the Exchange Act. As of the Closing Date, the Clearing Agency shall
          be The
          Depository Trust Company.

         

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

         

        Closing
          Date:
          July
          27, 2007.

         

        Code:
          The
          Internal Revenue Code of 1986, as amended, and as it may be further amended
          from
          time to time, any successor statutes thereto, and applicable U.S. Department
          of
          Treasury regulations issued pursuant thereto in temporary or final
          form.

         

        Collection
          Accounts:
          Each
          collection account (other than an Escrow Account) established and maintained
          by
          a Servicer pursuant to a Servicing Agreement.

         

        Commission:
          U.S.
          Securities and Exchange Commission.

         

        Compensating
          Interest Payment:
          As to
          any Distribution Date, the lesser of (1) the Master Servicing Fee for such
          date
          and (2) any Prepayment Interest Shortfall for such date.

         

        Component:
          Not
          applicable. 

         

        Component
          Interest Rate:
          Not
          applicable. 

         

        Component
          Notional Amount:
          Not
          applicable. 

         

        Cooperative
          Corporation:
          The
          entity that holds title (fee or an acceptable leasehold estate) to the
          real
          property and improvements constituting the Cooperative Property and which
          governs the Cooperative Property, which Cooperative Corporation must qualify
          as
          a Cooperative Housing Corporation under Section 216 of the Code.

         


        
          
             

          

          
            14

            
              

            

          

          
             

          

        


        Cooperative
          Loan:
          Any
          Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.


         

        Cooperative
          Property:
          The
          real property and improvements owned by the Cooperative Corporation, that
          includes the allocation of individual dwelling units to the holders of
          the
          shares of the Cooperative Corporation.

         

        Cooperative
          Shares:
          Shares
          issued by a Cooperative Corporation.

         

        Corporate
          Trust Office:
          With
          respect to the Trustee, the principal corporate trust office of the Trustee
          located at 452 Fifth Avenue, New York, New York 10018, Attention: Trustee
          Sequoia Mortgage Trust 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 and the Securities Administrator or the principal corporate
          trust office of any successor Trustee. With respect to the Certificate
          Registrar
          and presentment of Certificates for registration of transfer, exchange
          or final
          payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
          Minnesota 55479, Attention: Sequoia Mortgage Trust 2007-3.

         

        Corresponding
          Class of Certificates:
          With
          respect to each Lower-Tier Interest, the Class or Classes of Certificates
          appearing opposite such Lower-Tier Interest, as described in the Preliminary
          Statement to this Agreement.

         

        Cross-Collateralized
          Senior Certificate Group:
          Any of the Group 2A Senior Certificates, the Group 2B Senior Certificates
          or the
          Group 2C Senior Certificates.

         

        Current
          Interest:
          With
          respect to each Class of Certificates and any Distribution Date, the aggregate
          amount of interest accrued at the applicable Certificate Interest Rate
          during
          the related Accrual Period on the Class Principal Amount or Class Notional
          Amount, as applicable, of such Class immediately prior to such Distribution
          Date.

         

        Custodian:
          A
          Person who is at anytime appointed by the Trustee and the Depositor as
          a
          custodian of all or a portion of the Mortgage Documents and the related
          Trustee
          Mortgage Files and listed on the Mortgage Loan Schedule as the Custodian
          of such
          Mortgage Documents and related Trustee Mortgage Files. The initial Custodian
          is
          Wells Fargo Bank, N.A.

         

        Custody
          Agreement:
          The
          Custody Agreement, dated as of July 1, 2007, among the Depositor, the Seller,
          the Trustee and Wells Fargo Bank, N.A., as Custodian. A copy of the Custody
          Agreement is attached hereto as Exhibit D.

         

        Cut-off
          Date:
          July 1,
          2007.

         

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

         

        Defective
          Mortgage Loan:
          The
          meaning specified in Section 2.04.

         


        
          
             

          

          
            15

            
              

            

          

          
             

          

        


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

         

        Definitive
          Certificate:
          A
          Certificate of any Class issued in definitive, fully registered, certificated
          form.

         

        Deleted
          Mortgage Loan:
          As
          defined in the applicable Purchase Agreement.

         

        Delinquent:
          Any
          Mortgage Loan with respect to which the Scheduled Payment due on a Due
          Date is
          not received, based on the MBS method of calculating delinquency.

         

        Depositor:
          Sequoia
          Residential Funding, Inc., a Delaware corporation having its principal
          place of
          business in California, or its successors in interest.

         

        Determination
          Date:
          With
          respect to each Distribution Date, the 18th day of the month in which such
          Distribution Date occurs, or, if such 18th day is not a Business Day, the
          next
          succeeding Business Day; provided,
          however,
          that
          with respect to a Servicer, the Determination Date is the date set forth
          in the
          related Servicing Agreement.

         

        Disqualified
          Organization:
          A
“disqualified organization” as defined in Section 860E(e)(5) of the
          Code.

         

        Distribution
          Account:
          The
          separate Eligible Account created and maintained by the Securities
          Administrator, on behalf of the Trustee, pursuant to Section 4.01. Funds
          in the
          Distribution Account (exclusive of any earnings on investments made with
          funds
          deposited in the Distribution Account) shall be held in trust for the Trustee
          and the Certificateholders for the uses and purposes set forth in this
          Agreement.

         

        Distribution
          Account Deposit Date:
          The
          18th day of each calendar month after the initial issuance of the Certificates
          or, if such 18th day is not a Business Day, the immediately preceding Business
          Day, commencing in August 2007. 

         

        Distribution
          Date:
          The
          20th day of each month or, if such 20th day is not a Business Day, the
          next
          succeeding Business Day, commencing in August 2007.

         

        Distribution
          Date Statement:
          As
          defined in Section 4.04.

         

        Document
          Transfer Event:
          The day
          on which (i) Wells Fargo Bank, N.A. or any successor thereto is no longer
          a
          Servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
          debt
          rating of Wells Fargo & Company is less than “BBB-” by Fitch or (iii) any
          Rating Agency requires such Servicer to deliver the Retained Mortgage Files
          to
          the Custodian.

         


        
          
             

          

          
            16

            
              

            

          

          
             

          

        


        Due
          Date:
          With
          respect to any Mortgage Loan, the date on which a Scheduled Payment is
          due under
          the related Mortgage Note as indicated in the applicable Servicing
          Agreement.

         

        Due
          Period:
          As to
          any Distribution Date, the period beginning on the second day of the month
          preceding the month of such Distribution Date, and ending on the first
          day of
          the month of such Distribution Date.

         

        Effective
          Loan-to-Value Ratio:
          A
          fraction, expressed as a percentage, the numerator of which is the original
          Stated Principal Balance of the Mortgage Loan, less the amount of Additional
          Collateral required to secure such Mortgage Loan at the time of origination,
          if
          any, and the denominator of which is the Appraised Value of the related
          Mortgage
          Property at such date.

         

        Eligible
          Account:
          Any of
          (i) an account or accounts maintained with a federal or state chartered
          depository institution or trust company the short-term unsecured debt
          obligations of which (or, in the case of a depository institution or trust
          company that is the principal subsidiary of a holding company, the debt
          obligations of such holding company) have the highest short-term ratings
          of each
          Rating Agency at the time any amounts are held on deposit therein, or (ii)
          a
          trust account or accounts maintained with the trust department of a federal
          or
          state chartered depository institution or trust company, acting in its
          fiduciary
          capacity or (iii) any other account acceptable to each Rating Agency. Eligible
          Accounts may bear interest, and may include, if otherwise qualified under
          this
          definition, accounts maintained with the Trustee, the Paying Agent, the
          Securities Administrator or the Master Servicer. If
          the depository institution or trust company that maintains the account
          or
          accounts receives a downgrade in its rating such that it is no longer acceptable
          to the Rating Agencies, the funds on deposit therewith in connection with
          this
          transaction shall be transferred to an Eligible Account within 30 days
          of such
          downgrade.

         

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

         

        ERISA-Qualifying
          Underwriting:
          A best
          efforts or firm commitment underwriting or private placement that meets
          the
          requirements of an Underwriter’s Exemption.

         

        ERISA-Restricted
          Certificate:
          The
          Class 1-AR, Class 2-AR, Class 1-LTR, Class 2-LTR, Class 1-B4, Class 1-B5,
          Class
          1-B6, Class 2-B4, Class 2-B5 or Class 2-B6 Certificates, any Retained
          Certificates until such Retained Certificates have been subject to an
          ERISA-Qualifying Underwriting and any Certificate that does not satisfy
          the
          applicable rating requirement under the Underwriter’s Exemption.

         

        Escrow
          Account:
          As
          defined in Section 1 of each Servicing Agreement.

         

        Event
          of Default:
          Any one
          of the conditions or circumstances enumerated in Section 6.14. 

         

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

         

        Excluded
          Trust Property:
          As defined in the Preliminary Statement.

         


        
          
             

          

          
            17

            
              

            

          

          
             

          

        


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

         

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

         

        FHLMC:
          The
          Federal Home Loan Mortgage Corporation, a corporate instrumentality of
          the
          United States created and existing under Title III of the Emergency Home
          Finance
          Act of 1970, as amended, or any successor thereto.

         

        Fitch
          Ratings:
          Fitch,
          Inc., or any successor in interest.

         

        Form
          8-K Disclosure Information:
          As
          defined in Section 6.21(c)(i).

         

        Global
          Securities:
          The
          global certificates representing the Book-Entry Certificates.

         

        Group
          1 Aggregate Senior Percentage:
          As to any Distribution Date, the percentage equivalent of a fraction, the
          numerator of which is the aggregate of the Class Principal Amounts of the
          Class
          1-A1, Class 1-A2 and Class 1-AR Certificates and the denominator of which
          is the
          Aggregate Stated Principal Balance of Pool 1 for such date, but in no event
          greater than 100%.

         

        Group
          1 Aggregate Subordinate Percentage:
          As to any Distribution Date
          and Pool
          1, the excess of 100% over the Group 1 Aggregate Senior Percentage for
          such
          Distribution Date, but in no event less than zero.

         

        Group
          1 Certificates:
          Collectively, the Group 1 Senior Certificates and the Group 1 Subordinate
          Certificates.

         

        Group
          1 Lower-Tier REMIC:
          As
          described in the Preliminary Statement to this Agreement.

         

        Group
          1 Senior Certificate:
          Any
          Class 1-A1, Class 1-A2, Class 1-XA, Class 1-XB, Class 1-AR or Class 1-LTR
          Certificate.

         

        Group
          1 Senior Prepayment Percentage:
          With
          respect to any Distribution Date occurring before the Distribution Date
          in
          August 2017 and Pool 1, 100%. Except as provided herein, the Group 1 Senior
          Prepayment Percentage and any Distribution Date occurring in or after August
          2017 shall be as follows: (i) from August 2017 through July 2018, the
          related Senior Percentage plus 70% of the related Subordinate Percentage
          for
          that Distribution Date; (ii) from August 2018 through July 2019, the
          related Senior Percentage plus 60% of the related Subordinate Percentage
          for
          that Distribution Date; (iii) from August 2019 through July 2020, the
          related Senior Percentage plus 40% of the related Subordinate Percentage
          for
          that Distribution Date; (iv) from August 2020 through July 2021, the
          related Senior Percentage plus 20% of the related Subordinate Percentage
          for
          that Distribution Date; and (v) from and after August 2021, the related
          Senior Percentage for that Distribution Date; provided,
          however,
          that
          there shall be no reduction in the Group 1 Senior Prepayment Percentage
          unless
          both Group 1 Step Down Conditions are satisfied; and provided,
          further,
          that if
          on any such Distribution Date on or after the Distribution Date in August
          2017,
          the Senior Percentage for Pool 1 exceeds the initial Senior Percentage
          for Pool
          1, the Group 1 Senior Prepayment Percentage for that Distribution Date
          shall
          again equal 100%.

         


        
          
             

          

          
            18

            
              

            

          

          
             

          

        


        Notwithstanding
          the above, if on any Distribution Date the Group 1 Two Times Test is satisfied
          on any Distribution Date (i) before the Distribution Date in August 2010,
          the
          Group 1 Senior Prepayment Percentage shall equal the related Senior Percentage
          for such Distribution Date plus 50% of an amount equal to the 100% minus
          the
          related Senior Percentage for such Distribution Date and (ii) on or after
          the
          Distribution Date in August 2010, the Group 1 Senior Prepayment Percentage
          shall
          equal the related Senior Percentage for such Distribution Date. In addition,
          if
          on any Distribution Date the allocation to the Group 1 Senior Certificates
          then
          entitled to distributions of principal of full and partial principal prepayments
          and other amounts in the percentage required above would reduce the aggregate
          of
          the Class Principal Amounts of those Certificates to below zero, the Group
          1
          Senior Prepayment Percentage for such Distribution Date shall be limited
          to the
          percentage necessary to reduce the each such Class Principal Amount to
          zero.

         

        Group
          1 Step Down Conditions:
          As of
          the first Distribution Date as to which any decrease in any Group 1 Senior
          Prepayment Percentage applies, (i) the aggregate outstanding Stated Principal
          Balance of all Pool 1 Mortgage Loans 60 days or more Delinquent (including
          such
          Mortgage Loans in REO, foreclosure and bankruptcy status) (averaged over
          the
          preceding six-month period), as a percentage of the aggregate of the Class
          Principal Amounts of the Group 1 Subordinate Certificates on such Distribution
          Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with
          respect to the Pool 1 Mortgage Loans do not exceed (a) with respect to
          each
          Distribution Date from August 2017 through July 2018, 30% of the Original
          Group
          1 Subordinate Class Principal Amount, (b) with respect to each Distribution
          Date
          from August 2018 through July 2019, 35% of the Original Group 1 Subordinate
          Class Principal Amount, (c) with respect to each Distribution Date from
          August
          2019 through July 2020, 40% of the Original Group 1 Subordinate Class Principal
          Amount, (d) with respect to each Distribution Date from August 2020 through
          July
          2021, 45% of the Original Group 1 Subordinate Class Principal Amount and
          (e) with respect to each Distribution Date from and after August 2021, 50%
          of the Original Group 1 Subordinate Class Principal Amount.

         

        Group
          1 Step-Up Date:
          The
          Distribution Date on which the then Aggregate Stated Principal Balance
          of the
          Pool 1 Mortgage Loans is equal to or less than 10% of the Aggregate Stated
          Principal Balance of the Pool 1 Mortgage Loans as of the Cut-off
          Date.

         

        Group
          1 Subordinate Certificate:
          Any
          Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5 or Class 1-B6
          Certificate.

         

        Group
          1 Subordinate Certificate Writedown Amount:
          The
          amount described in Section 5.03(e).

         

        Group
          1 Two Times Test:
          As to
          Pool 1 and any Distribution Date, (i) the Group 1 Aggregate Subordinate
          Percentage is at least two times the Group 1 Aggregate Subordinate Percentage
          as
          of the Closing Date; (ii) the aggregate outstanding Stated Principal Balance
          of
          all Pool 1 Mortgage Loans 60 days or more Delinquent (including such Mortgage
          Loans in REO, foreclosure and bankruptcy status) (averaged over the preceding
          six month period), as a percentage of the aggregate of the Class Principal
          Amounts of the Group 1 Subordinate Certificates on such Distribution Date,
          does
          not equal or exceed 50%; and (iii) on or prior to the Distribution Date
          in July
          2010, cumulative Realized Losses with respect to the Pool 1 Mortgage Loans
          do
          not exceed 20% of the aggregate Original Group 1 Subordinate Class Principal
          Amount, and thereafter, cumulative Realized Losses with respect to the
          Pool 1
          Mortgage Loans do not exceed 30% of the Original Group 1 Subordinate Class
          Principal Amount.

         


        
          
             

          

          
            19

            
              

            

          

          
             

          

        


        Group
          1 Upper-Tier REMIC:
          As
          described in the Preliminary Statement to this Agreement.

         

        Group
          1 Aggregate Senior Percentage:
          As to any Distribution Date, the percentage equivalent of a fraction, the
          numerator of which is the aggregate of the Class Principal Amounts of the
          Class
          1-A1, Class 1-A2 and Class 1-AR Certificates and the denominator of which
          is the
          Aggregate Stated Principal Balance of Pool 1 for such date, but in no event
          greater than 100%.

         

        Group
          2 Aggregate Senior Percentage:
          As to any Distribution Date, the percentage equivalent of a fraction, the
          numerator of which is the aggregate of the Class Principal Amounts of the
          Class
          2A-A1, Class 2A-A2, Class 2B-A1, Class 2B-A2, Class 2C-A1, Class 2C-A2
          and Class
          2-AR Certificates and the denominator of which is the sum of the Aggregate
          Stated Principal Balances of Pool 2A, Pool 2B and Pool 2C for such date,
          but in
          no event greater than 100%.

         

        Group
          2 Aggregate Subordinate Percentage:
          As to any Distribution Date
          and Pool
          2A, Pool 2B and Pool 2C (in the aggregate), the excess of 100% over the
          Group 2
          Aggregate Senior Percentage for such Distribution Date, but in no event
          less
          than zero.

         

        Group
          2 Certificates:
          Collectively, the Group 2A Senior Certificates, the Group 2B Senior
          Certificates, the Group 2C Senior Certificates and the Group 2 Subordinate
          Certificates.

         

        Group
          2 Credit Support Depletion Date:
          The
          first Distribution Date, if any, on which the aggregate of the Class Principal
          Amounts of the Group 2 Subordinate Certificates has been reduced to
          zero.

         

        Group
          2 Lower-Tier REMIC:
          As
          described in the Preliminary Statement to this Agreement.

         

        Group
          2 Senior Certificate:
          Any of
          the Group 2A Senior Certificates, Group 2B Senior Certificates or Group
          2C
          Senior Certificates.

         

        Group
          2 Senior Prepayment Percentage:
          With
          respect to any Distribution Date occurring before the Distribution Date
          in
          August 2014 and each of Pool 2A, Pool 2B and Pool 2C, 100%. Except as provided
          herein, the Group 2 Senior Prepayment Percentage and any Distribution Date
          occurring in or after August 2014 shall be as follows: (i) from August 2014
          through July 2015, the related Senior Percentage plus 70% of the related
          Subordinate Percentage for that Distribution Date; (ii) from August 2015
          through July 2016, the related Senior Percentage plus 60% of the related
          Subordinate Percentage for that Distribution Date; (iii) from August 2016
          through July 2017, the related Senior Percentage plus 40% of the related
          Subordinate Percentage for that Distribution Date; (iv) from August 2017
          through July 2018, the related Senior Percentage plus 20% of the related
          Subordinate Percentage for that Distribution Date; and (v) from and after
          August 2018, the related Senior Percentage for that Distribution Date;
          provided,
          however,
          that
          there shall be no reduction in the Group 2 Senior Prepayment Percentage
          unless
          both Group 2 Step Down Conditions are satisfied; and provided,
          further,
          that if
          on any such Distribution Date on or after the Distribution Date in August
          2014,
          the Senior Percentage for any of Pool 2A, Pool 2B or Pool 2C exceeds the
          initial
          related Senior Percentage for such Mortgage Pool, the Group 2 Senior Prepayment
          Percentage for each of Pool 2A, Pool 2B or Pool 2C for that Distribution
          Date
          shall again equal 100%.

         


        
          
             

          

          
            20

            
              

            

          

          
             

          

        


        Notwithstanding
          the above, if on any Distribution Date the Group 2 Two Times Test is satisfied
          (i) on any Distribution Date before the Distribution Date in August 2010,
          each
          Group 2 Senior Prepayment Percentage with respect to each of Pool 2A, Pool
          2B
          and Pool 2C shall equal the related Senior Percentage for such Distribution
          Date
          plus 50% of an amount equal to 100% minus the related Senior Percentage
          for such
          Distribution Date and (ii) on or after the Distribution Date in August
          2010,
          each Group 2 Senior Prepayment Percentage shall equal the related Senior
          Percentage for such Distribution Date. In addition, if on any Distribution
          Date
          the allocation to the Group 2 Senior Certificates then entitled to distributions
          of principal of full and partial principal prepayments and other amounts
          in the
          percentage required above would reduce the aggregate of the Class Principal
          Amounts of those Certificates to below zero, the Group 2 Senior Prepayment
          Percentage for such Distribution Date shall be limited to the percentage
          necessary to reduce each such Class Principal Amount to zero.

         

        Group
          2 Step Down Conditions:
          As of
          the first Distribution Date as to which any decrease in any Group 2 Senior
          Prepayment Percentage applies, (i) the aggregate outstanding Stated Principal
          Balance of all Mortgage Loans in Pool 2A, Pool 2B and Pool 2C (in the aggregate)
          that are 60 days or more Delinquent (including such Mortgage Loans in REO,
          foreclosure and bankruptcy status) (averaged over the preceding six-month
          period), as a percentage of the aggregate of the Class Principal Amounts
          of the
          Group 2 Subordinate Certificates on such Distribution Date, does not equal
          or
          exceed 50% and (ii) cumulative Realized Losses with respect to Pool 2A,
          Pool 2B and Pool 2C (in the aggregate) do not exceed (a) with respect to
          each
          Distribution Date from August 2014 through July 2015, 30% of the Original
          Group
          2 Subordinate Class Principal Amount, (b) with respect to each Distribution
          Date
          from August 2015 through July 2016, 35% of the Original Group 2 Subordinate
          Class Principal Amount, (c) with respect to each Distribution Date from
          August
          2016 through July 2017, 40% of the Original Group 2 Subordinate Class Principal
          Amount, (d) with respect to each Distribution Date from August 2017 through
          July
          2018, 45% of the Original Group 2 Subordinate Class Principal Amount and
          (e) with respect to each Distribution Date from and after August 2018, 50%
          of the Original Group 2 Subordinate Class Principal Amount.

         

        Group
          2 Subordinate Certificate:
          Any
          Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 or Class 2-B6
          Certificate.

         


        
          
             

          

          
            21

            
              

            

          

          
             

          

        


        Group
          2 Subordinate Net WAC:
          For any
          Distribution Date, the weighted average of the Pool 2A Net WAC, the Pool
          2B Net
          WAC and the Pool 2C Net WAC, in each case weighted on the basis of the
          Pool 2A,
          Pool 2B and Pool 2C Subordinate Amounts, immediately prior to such Distribution
          Date.

         

        Group
          2 Subordinate Certificate Writedown Amount:
          The
          amount described in Section 5.03(d).

         

        Group
          2 Two Times Test:
          As to
          Pool 2A, Pool 2B and Pool 2C and any Distribution Date, (i) the Group 2
          Aggregate Subordinate Percentage is at least two times the Group 2 Aggregate
          Subordinate Percentage as of the Closing Date; (ii) the aggregate outstanding
          Stated Principal Balance of all Mortgage Loans in Pool 2A, Pool 2B and
          Pool 2C
          (in the aggregate) that are 60 days or more Delinquent (including such
          Mortgage
          Loans in REO, foreclosure and bankruptcy status) (averaged over the preceding
          six month period), as a percentage of the aggregate of the Class Principal
          Amounts of the Group 2 Subordinate Certificates on such Distribution Date,
          does
          not equal or exceed 50%; and (iii) on or prior to the Distribution Date
          in July
          2010, cumulative Realized Losses with respect to Pool 2A, Pool 2B and Pool
          2C
          (in the aggregate) do not exceed 20% of the aggregate Original Group 2
          Subordinate Class Principal Amount, and thereafter, cumulative Realized
          Losses
          with respect to Pool 2A, Pool 2B and Pool 2C (in the aggregate) do not
          exceed
          30% of the Original Group 2 Subordinate Class Principal Amount.

         

        Group
          2 Upper-Tier REMIC:
          As
          described in the Preliminary Statement to this Agreement.

         

        Group
          2A Senior Certificate:
          Any
          Class 2A-A1, Class 2A-A2, Class 2-AR or Class 2-LTR Certificate.

         

        Group
          2B Senior Certificate:
          Any
          Class 2B-A1 or Class 2B-A2 Certificate.

         

        Group
          2C Senior Certificate:
          Any
          Class 2C-A1 or Class 2C-A2 Certificate.

         

        Holder
          or Certificateholder:
          The
          registered owner of any Certificate as recorded on the books of the Certificate
          Registrar except that, solely for the purposes of taking any action or
          giving
          any consent pursuant to this Agreement, any Certificate registered in the
          name
          of the Depositor, the Trustee, the Master Servicer, the Securities Administrator
          and any Servicer, or any Affiliate thereof shall be deemed not to be outstanding
          in determining whether the requisite percentage necessary to effect any
          such
          consent has been obtained, except that, in determining whether the Trustee
          shall
          be protected in relying upon any such consent, only Certificates which
          a
          Responsible Officer of the Trustee knows to be so owned shall be disregarded.
          The Trustee, the Certificate Registrar and the Securities Administrator
          may
          request and conclusively rely on certifications by the Depositor, the Master
          Servicer, the Securities Administrator or any Servicer in determining whether
          any Certificates are registered to an Affiliate of the Depositor, the Master
          Servicer, the Securities Administrator or any Servicer.

         

        HUD:
          The
          United States Department of Housing and Urban Development, or any successor
          thereto.

         


        
          
             

          

          
            22

            
              

            

          

          
             

          

        


        Independent:
          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. 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 financial interest in such other
          Person or
          any Affiliate of such other Person, and (c) is not connected with such
          other
          Person or any Affiliate of such other Person as an officer, employee, promoter,
          underwriter, trustee, partner, director or Person performing similar
          functions.

         

        Index:
          As to
          each Mortgage Loan, the index from time to time in effect for adjustment
          of the
          Mortgage Rate as set forth as such on the related Mortgage Note.

         

        Initial
          One-Month LIBOR Rate:
          5.32%.

         

        Initial
          Trust Receipt.
          With
          respect to any Mortgage Loan, as defined in the Custody Agreement.

         

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

         

        Insurance
          Proceeds:
          Proceeds paid by any Insurance Policy (excluding proceeds required to be
          applied
          to the restoration and repair of the related Mortgaged Property or released
          to
          the Mortgagor), in each case other than any amount included in such Insurance
          Proceeds in respect of Insured Expenses and (i) the proceeds from any Limited
          Purpose Surety Bond.

         

        Insured
          Expenses:
          Expenses covered by an Insurance Policy or any other insurance policy with
          respect to the Mortgage Loans. 

         

        Interest
          Distribution Amount:
          For
          each Class of Certificates on any Distribution Date, the Current Interest
          for
          such Class as reduced by such Class’s share of Net Prepayment Interest
          Shortfalls and Relief Act Shortfalls. Any such shortfalls and reductions
          shall
          be allocated among (i) the Group 1 Certificates proportionately based on
          the
          amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls
          experienced by the Pool 1 and related Current Interest otherwise distributable
          thereon on such Distribution Date, (ii) the Group 2A Senior Certificates
          proportionately based on the amount of Net Prepayment Interest Shortfalls
          and
          Relief Act Shortfalls experienced by the Pool 2A and related Current Interest
          otherwise distributable thereon on such Distribution Date, (iii) the Group
          2B
          Senior Certificates proportionately based on the amount of Net Prepayment
          Interest Shortfalls and Relief Act Shortfalls experienced by Pool 2B and
          related
          Current Interest otherwise distributable thereon on such Distribution Date,
          (iv)
          the Group 2C Senior Certificates proportionately based on the amount of
          Net
          Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by
          Pool 2C
          and related Current Interest otherwise distributable thereon on such
          Distribution Date and (v) the Group 2 Subordinate Certificates, proportionately
          based on the amount of Net Prepayment Interest Shortfalls and Relief Act
          Shortfalls experienced by Pool 2A, Pool 2B and Pool 2C (in the aggregate),
          and
          interest accrued on their Apportioned Principal Balances before taking
          into
          account any reductions in such amounts from shortfalls for that Distribution
          Date. 

         


        
          
             

          

          
            23

            
              

            

          

          
             

          

        


        Interest-Only
          Certificates:
          Any of
          the Class 1-XA or Class 1-XB Certificates.

         

        Interest
          Shortfall:
          As to
          any Class of Certificates and any Distribution Date, (i) the amount by
          which the
          Interest Distribution Amount for such Class on such Distribution Date and
          all
          prior Distribution Dates exceeds (ii) amounts distributed in respect thereof
          to
          such Class on prior Distribution Dates.

         

        Interest
          Transfer Amount:
          With
          respect to any Distribution Date and for any Undercollateralized Group,
          an
          amount equal to one month’s interest on the applicable Principal Transfer Amount
          at the Pool 2A Net WAC (if Pool 2A is an Undercollateralized Group), the
          Pool 2B
          Net WAC (if Pool 2B is an Undercollateralized Group) or the Pool 2C Net
          WAC (if
          Pool 2C is an Undercollateralized Group), plus any interest accrued on
          such
          Undercollateralized Group remaining unpaid from prior Distribution
          Dates.

         

        Intervening
          Assignments:
          The
          original intervening assignments of the Mortgage, notices of transfer or
          equivalent instrument.

         

        Item
          1123 Certificate:
          As
          defined in Section 6.22.

         

        Latest
          Possible Maturity Date:
          The
          Distribution Date occurring in July 2037.

         

        LIBOR
          Business Day:
          Any day
          on which banks in London, England and The City of New York are open and
          conducting transactions in foreign currency and exchange.

         

        LIBOR
          Certificate:
          Any
          Class 1-A1, Class 1-A2, Class 1-B1 or Class 1-B2 Certificate.

         

        LIBOR
          Determination Date:
          With
          respect to each Class of LIBOR Certificates and any Distribution Date,
          the
          second LIBOR Business Day immediately preceding the commencement of the
          Accrual
          Period related to such Distribution Date.

         

        Limited
          Purpose Surety Bond:
          Any
          Limited Purpose Surety Bond listed in Exhibit G.

         

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

         

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

         

        Loan-To-Value
          Ratio:
          With
          respect to any Mortgage Loan and as to any date of determination, the fraction
          (expressed as a percentage) the numerator of which is the principal balance
          of
          the related Mortgage Loan at such date of determination and the denominator
          of
          which is the Appraised Value of the related Mortgaged Property. 

         


        
          
             

          

          
            24

            
              

            

          

          
             

          

        


        Lower-Tier
          Interest:
          Any one
          of the interests in a Lower-Tier REMIC as described in the Preliminary
          Statement
          to this Agreement.

         

        Lower-Tier
          REMIC:
          Any of
          the Group 1 Lower-Tier REMIC or Group 2 Lower-Tier REMIC.

         

        Margin:
          As to
          each Mortgage Loan, the percentage amount set forth on the related Mortgage
          Note
          added to the Index in calculating the Mortgage Rate thereon.

         

        Master
          Servicer:
          Wells
          Fargo Bank, N.A., a national banking association organized under the laws
          of the
          United States in its capacity as Master Servicer and any Person succeeding
          as
          Master Servicer hereunder or any successor in interest, or if any successor
          master servicer shall be appointed as herein provided, then such successor
          master servicer.

         

        Master
          Servicing Fee:
          With
          respect to any Distribution Date, an amount equal to the product of one-twelfth
          of the Master Servicing Fee Rate and the Stated Principal Balance of each
          Mortgage Loan as of the first day of the related Due Period.

         

        Master
          Servicing Fee Rate:
          0.0095%
          per annum.

         

        Maximum
          Rate:
          As to
          any Mortgage Loan, the maximum rate set forth on the related Mortgage Note
          at
          which interest can accrue on such Mortgage Loan.

         

        MERS:
          Mortgage Electronic Registration Systems, Inc., or its successors or
          assigns.

         

        MERS
          Designated Mortgage Loan:
          Each
          Mortgage Loan that has been originated in the name of, or assigned to,
          MERS and
          registered under the MERS System.

         

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


         

        Middle-Tier
          Interest:
          Not
          applicable. 

         

        Middle-Tier
          REMIC:
          Not
          applicable.

         

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

         

        Mortgage:
          A
          mortgage, deed of trust or other instrument encumbering a fee simple interest
          in
          real property securing a Mortgage Note, together with improvements
          thereto.

         

        Mortgage
          Documents:
          With
          respect to each Mortgage Loan, the mortgage documents required to be delivered
          to the Custodian pursuant to the Custody Agreement.

         

        Mortgage
          Loan:
          A
          Mortgage and the related notes or other evidences of indebtedness secured
          by
          each such Mortgage conveyed, transferred, sold, assigned to or deposited
          with
          the Trustee pursuant to Section 2.01 (including any Replacement Loan and
          REO
          Property), including without limitation, each Mortgage Loan listed on the
          Mortgage Loan Schedule, as amended from time to time.

         


        
          
             

          

          
            25

            
              

            

          

          
             

          

        


        Mortgage
          Loan Purchase and Sale Agreement:
          The
          mortgage loan purchase and sale agreement, dated as of July 1, 2007, between
          the
          Seller and the Depositor.

         

        Mortgage
          Loan Schedule:
          The
          schedule attached hereto as Schedule A, which shall identify each Mortgage
          Loan,
          as such schedule may be amended by the Depositor or the Servicer from time
          to
          time to reflect the addition of Replacement Mortgage Loans to, or the deletion
          of Deleted Mortgage Loans from, the Trust Fund. Such schedule shall, among
          other
          things (i) designate the Servicer servicing such Mortgage Loan and the
          applicable Servicing Fee Rate (and the rate of any subservicing fee, if
          applicable); (ii) identify the designated Mortgage Pool in which such
          Mortgage Loan is included; (iii) separately
          identify the Mortgage Loans with Mortgage Rates that adjust based on the
          one-month LIBOR index, six-month LIBOR index, one-year CMT index, one-year
          LIBOR
          index and the prime rate;
          (iv) separately identify Additional Collateral Mortgage Loans; and (v)
          designate
          the rate of any lender-paid Primary Mortgage Insurance Policy.

         

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

         

        Mortgage
          Pool:
          Each of
          Pool 1, Pool 2A, Pool 2B and Pool 2C.

         

        Mortgaged
          Property:
          The
          underlying property, including any Additional Collateral, securing a Mortgage
          Loan which, with respect to a Cooperative Loan, is the related Cooperative
          Shares and Property Lease. 

         

        Mortgage
          Rate:
          As to
          any Mortgage Loan, the annual rate of interest borne by the related Mortgage
          Notes.

         

        Mortgagor:
          The
          obligor on a Mortgage Note.

         

        MT-R
          Interest:
          Not
          applicable.

         

        Net
          Liquidation Proceeds:
          With
          respect to any Liquidated Mortgage Loan or any other disposition of related
          Mortgaged Property, the related Liquidation Proceeds net of Advances, Servicer
          Advances, related Servicing Fees and/or Master Servicing Fees and any other
          accrued and unpaid servicing fees received and retained in connection with
          the
          liquidation of such Mortgage Loan or Mortgaged Property.

         

        Net
          Mortgage Rate:
          With
          respect to any Mortgage Loan and any Distribution Date, the related Mortgage
          Rate as of the Due Date in the month preceding the month of such Distribution
          Date reduced by the Aggregate Expense Rate for such Mortgage Loan.

         

        Net
          Prepayment Interest Shortfall:
          With
          respect to any Mortgage Loan and any Distribution Date, the amount by which
          any
          Prepayment Interest Shortfall for such date exceeds the amount of Compensating
          Interest Payment paid by the Master Servicer and related amounts paid by
          the
          applicable Servicer in respect of such shortfall.

         


        
          
             

          

          
            26

            
              

            

          

          
             

          

        


        Net
          WAC Shortfall:
          For any
          Class of LIBOR Certificates and any Distribution Date, the sum of:

         

        
          	 	
                  (i)

                	
                  the
                    excess, if any, of the amount that would have been the Current
                    Interest
                    for such Class if the Certificate Interest Rate for such Class
                    were
                    calculated without regard to clause (ii) in the definition thereof,
                    over
                    the actual Current Interest for such Class for such Distribution
                    Date;

                


        

         

        
          	 	
                  (ii)

                	
                  any
                    excess described in clause (i) above remaining unpaid from prior
                    Distribution Dates; and 

                


        

         

        
          	 	
                  (iii)

                	
                  interest
                    for the applicable Accrual Period on the amount described in
                    clause (ii)
                    above based on the applicable Certificate Interest Rate (determined
                    without regard to clause (ii) in the definition
                    thereof).

                


        

         

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

         

        Non-permitted
          Foreign Holder:
          As defined in Section 3.03(g).

         

        Nonrecoverable
          Advance:
          Any
          portion of an Advance or Servicer Advance previously made or proposed to
          be made
          by the Master Servicer and/or a Servicer (as certified in an Officer’s
          Certificate of the Servicer), which in the good faith judgment of such
          party,
          shall not be ultimately recoverable by such party from the related Mortgagor,
          related Liquidation Proceeds or otherwise.

         

        Non-Upper-Tier
          REMIC:
          As defined in Section 10.01(d).

         

        Non-U.S.
          Person:
          Any
          person other than a “United States person” within the meaning of Section
          7701(a)(30) of the Code.

         

        Notional
          Amount:
          With
          respect to any Interest-Only Certificate and any Distribution Date, such
          Certificate’s Percentage Interest of the Class Notional Amount of such Class of
          Certificates for such Distribution Date.

         

        Officer’s
          Certificate:
          A
          certificate signed by two Authorized Officers of the Depositor or the Chairman
          of the Board, any Vice Chairman, the President, any Vice President or any
          Assistant Vice President of the Master Servicer or the Securities Administrator,
          and in each case delivered to the Trustee or the Securities Administrator,
          as
          provided in this Agreement.

         

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

         


        
          
             

          

          
            27

            
              

            

          

          
             

          

        


        One-Month
          LIBOR:
          With
          respect to the first Accrual Period, the Initial One-Month LIBOR Rate.
          With
          respect to each subsequent Accrual Period, a per annum rate determined
          on the
          LIBOR Determination Date for the LIBOR Certificates in the following manner
          by
          the Securities Administrator on the basis of the “Interest Settlement Rate” set
          by the BBA for one-month United States dollar deposits (1) as such rates
          appear
          on the Reuters screen “LIBOR01” as of 11:00 a.m. (London time) on such LIBOR
          Determination Date or (2) if such rate does not appear on the Reuters screen
          “LIBOR01” as of 11:00 a.m. (London time), the Securities Administrator will
          obtain such rate from the Bloomberg L.P. page “US0001M.”

         

        (a) If
          neither such offered rate is published for such LIBOR Determination Date,
          One-Month LIBOR for such date will be the most recently published Interest
          Settlement Rate. In the event that the BBA no longer sets an Interest Settlement
          Rate, the Securities Administrator will designate an alternative index
          that has
          performed, or that the Securities Administrator expects to perform, in
          a manner
          substantially similar to the BBA’s Interest Settlement Rate. The Securities
          Administrator will select a particular index as the alternative index only
          if it
          receives an Opinion of Counsel, which opinion shall be an expense reimbursed
          from the Distribution Account, that the selection of such index will not
          cause
          any of the REMICs to lose their classification as REMICs for federal income
          tax
          purposes.

         

        (b) The
          establishment of One-Month LIBOR by the Securities Administrator and the
          Securities Administrator’s subsequent calculation of the Certificate Interest
          Rate applicable to the LIBOR Certificates for the relevant Accrual Period,
          in
          the absence of manifest error, will be final and binding.

         

        Opinion
          of Counsel:
          A
          written opinion of counsel, reasonably acceptable in form and substance
          to the
          Trustee, the Securities Administrator or the Master Servicer, as required
          hereby, and who may be in-house or outside counsel to the Depositor, the
          Master
          Servicer, the Securities Administrator or the Trustee but which must be
          Independent outside counsel with respect to any such opinion of counsel
          concerning the transfer of any Residual Certificate or concerning certain
          matters with respect to the Employee Retirement Income Security Act of
          1974, as
          amended (“ERISA”), or the taxation, or the federal income tax status, of each
          REMIC.

         

        Original
          Applicable Credit Support Percentage:
          With
          respect to the Group 1 Subordinate Certificates and the Group 2 Subordinate
          Certificates, the related Applicable Credit Support Percentage as of the
          Closing
          Date, which shall be equal to the approximate percentage set forth in the
          table
          below opposite the Class designation of each such Class of Subordinate
          Certificates: 

         

        Group
          1 Subordinate Certificates

         


        
          
             

          

          
            28

            
              

            

          

          
             

          

        


        


        
          	
                  Class
                    1-B1

                	
                  1.80%

                
	
                  Class
                    1-B2

                	
                  1.10%

                
	
                  Class
                    1-B3

                	
                  0.70%

                
	
                  Class
                    1-B4

                	
                  0.55%

                
	
                  Class
                    1-B5

                	
                  0.20%

                
	
                  Class
                    1-B6

                	
                  0.10%

                
	 	 


        

        Group
          2 Subordinate Certificates

         

        
          	
                  Class
                    2-B1

                	
                  4.00%

                
	
                  Class
                    2-B2

                	
                  2.30%

                
	
                  Class
                    2-B3

                	
                  1.50%

                
	
                  Class
                    2-B4

                	
                  1.00%

                
	
                  Class
                    2-B5

                	
                  0.55%

                
	
                  Class
                    2-B6

                	
                  0.20%

                
	 	 


        

         

        Original
          Group 1 Subordinate Class Principal Amount:
          The
          aggregate of the initial Class Principal Amounts of the Group 1 Subordinate
          Certificates as of the Closing Date.

         

        Original
          Group 2 Subordinate Class Principal Amount:
          The
          aggregate of the initial Class Principal Amounts of the Group 2 Subordinate
          Certificates as of the Closing Date.

         

        Overcollateralized
          Group:
          On any
          Distribution Date, any Cross-Collateralized Senior
          Certificate Group that
          is
          not an Undercollateralized Group. 

         

        Paying
          Agent:
          Any
          paying agent appointed pursuant to Section 3.08. The initial Paying Agent
          shall
          be the Securities Administrator under this Agreement.

         

        Percentage
          Interest:
          With
          respect to any Certificate, its percentage interest in the undivided beneficial
          ownership interest in the Trust Fund evidenced by all Certificates of the
          same
          Class as such Certificate. With respect to any Certificate, other than
          an
          Interest-Only Certificate, if applicable, or the Class 1-AR, Class 1-LTR,
          Class
          2-AR and Class 2-LTR Certificates, the Percentage Interest evidenced thereby
          shall equal the initial Certificate Principal Amount thereof divided by
          the
          initial Class Principal Amount of all Certificates of the same Class. With
          respect to each of the Class 1-AR, Class 1-LTR, Class 2-AR and Class 2-LTR
          Certificates, the Percentage Interest evidenced thereby shall be as specified
          on
          the face thereof, or otherwise, be equal to 100%. With respect to any
          Interest-Only Certificate, the Percentage Interest evidenced thereby shall
          equal
          its initial Notional Amount as set forth on the face thereof divided by
          the
          initial Class Notional Amount of such Class.

         

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

         

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

         


        
          
             

          

          
            29

            
              

            

          

          
             

          

        


        (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 shall not result in the downgrading
          or
          withdrawal of the ratings then assigned to the Certificates by the Rating
          Agencies, 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 rating such paper, or
          such
          lower rating as shall not result in the downgrading or withdrawal of the
          ratings
          then assigned to the Certificates by the Rating Agencies, 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, provided that the commercial
          paper
          and/or long-term unsecured debt obligations of such depository institution
          or
          trust company (or in the case of the principal depository institution in
          a
          holding company system, the commercial paper or long-term unsecured debt
          obligations of such holding company, but only if Moody’s is not the applicable
          Rating Agency) are then rated one of the two highest long-term and the
          highest
          short-term ratings of each Rating Agency for such securities, or such lower
          ratings as shall not result in the downgrading or withdrawal of the ratings
          then
          assigned to the Certificates by the Rating Agencies, 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 acceptable to the Rating Agencies at the time of the issuance
          of
          such agreements, 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 (iv) 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 (except if the
          Rating
          Agency is Moody’s, such rating shall be the highest commercial paper rating of
          Moody’s for any such series), or such lower rating as shall not result in the
          downgrading or withdrawal of the ratings then assigned to the Certificates
          by
          the Rating Agencies, as evidenced by a signed writing delivered by each
          Rating
          Agency; 

         


        
          
             

          

          
            30

            
              

            

          

          
             

          

        


        (ix) interests
          in any money market fund which at the date of acquisition of the interests
          in
          such fund and throughout the time such interests are held in such fund
          has the
          highest applicable rating by each Rating Agency rating such fund or such
          lower
          rating as shall not result in a change in the rating then assigned to the
          Certificates by each Rating Agency as evidenced by a signed writing delivered
          by
          each Rating Agency, including funds for which the Trustee, the Master Servicer,
          the Securities Administrator or any of its Affiliates is investment manager
          or
          adviser; 

         

        (x) short-term
          investment funds sponsored by any trust company or national banking association
          incorporated under the laws of the United States or any state thereof which
          on
          the date of acquisition has been rated by each applicable Rating Agency
          in their
          respective highest applicable rating category or such lower rating as shall
          not
          result in a change in the rating then specified stated maturity and bearing
          interest or sold at a discount acceptable to each Rating Agency as shall
          not
          result in the downgrading or withdrawal of the ratings then assigned to
          the
          Certificates by the Rating Agencies 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 the Rating Agencies as shall not result
          in the
          downgrading or withdrawal of the ratings then assigned to the Certificates
          by
          the Rating Agencies as evidenced by a signed writing delivered by each
          Rating
          Agency; 

         

        provided,
          that no such instrument shall be a Permitted Investment if (i) such instrument
          evidences the right to receive interest only payments with respect to the
          obligations underlying such instrument, (ii) such instrument would require
          the
          Depositor to register as an investment company under the Investment Company
          Act
          of 1940, as amended or (iii) the rating of such instrument contains a “t” or “r”
notation therein; provided further, that for all Eligible
          Investments rated at least "A1/A+" (short/long) by S&P that have terms
          greater than 60 days, in the event of a downgrade of such Eligible Investment
          below "A1" (or "A+" if no short term rating) such Eligible Investment shall
          be
          removed and transferred to another Eligible Investment within 60 days of
          such
          downgrade. 

        


        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.

         

        Plan:
          An employee benefit plan or other retirement arrangement which is subject
          to
          Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
          underlying assets include such plan’s or arrangement’s assets by reason of their
          investment in the entity.

         

        Plan
          Asset Regulations:
          The
          Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.

         


        
          
             

          

          
            31

            
              

            

          

          
             

          

        


        Pool
          1:
          The
          aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as
          being
          included in Pool 1.

         

        Pool
          1
          Mortgage Loan:
          Any
          Mortgage Loan in Pool 1.

         

        Pool
          1
          Net WAC:
          With
          respect to any Distribution Date, the weighted average of the Net Mortgage
          Rates
          of the Pool 1 Mortgage Loans as of the first day of the calendar month
          immediately preceding the calendar month of such Distribution Date, weighted
          on
          the basis of their Stated Principal Balances.

         

        Pool
          2A:
          The
          aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as
          being
          included in Pool 2A.

         

        Pool
          2A Mortgage Loan:
          Any
          Mortgage Loan in Pool 2A.

         

        Pool
          2A Net WAC:
          With
          respect to any Distribution Date, the weighted average of the Net Mortgage
          Rates
          of the Pool 2A Mortgage Loans as of the first day of the calendar month
          immediately preceding the calendar month of such Distribution Date, weighted
          on
          the basis of their Stated Principal Balances.

         

        Pool
          2A Subordinate Amount:
          For any
          Distribution Date, the excess of the Aggregate Stated Principal Balance
          of the
          Pool 2A Mortgage Loans over
          the
          aggregate of the Class Principal Amounts of the Group 2A Senior Certificates
          immediately before such Distribution Date.

         

        Pool
          2B:
          The
          aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as
          being
          included in Pool 2B.

         

        Pool
          2B Mortgage Loan:
          Any
          Mortgage Loan in Pool 2B.

         

        Pool
          2B Net WAC:
          With
          respect to any Distribution Date, the weighted average of the Net Mortgage
          Rates
          of the Pool 2B Mortgage Loans as of the first day of the calendar month
          immediately preceding the calendar month of such Distribution Date, weighted
          on
          the basis of their Stated Principal Balances.

         

        Pool
          2B Subordinate Amount:
          For any
          Distribution Date, the excess of the Aggregate Stated Principal Balance
          of the
          Pool 2B Mortgage Loans over
          the
          aggregate of the Class Principal Amounts of the Group 2B Senior Certificates
          immediately before such Distribution Date.

         

        Pool
          2C:
          The
          aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as
          being
          included in Pool 2C.

         

        Pool
          2C Mortgage Loan:
          Any
          Mortgage Loan in Pool 2C.

         

        Pool
          2C Net WAC:
          With
          respect to any Distribution Date, the weighted average of the Net Mortgage
          Rates
          of the Pool 2C Mortgage Loans as of the first day of the calendar month
          immediately preceding the calendar month of such Distribution Date, weighted
          on
          the basis of their Stated Principal Balances.

         


        
          
             

          

          
            32

            
              

            

          

          
             

          

        


        Pool
          2C Subordinate Amount:
          For any
          Distribution Date, the excess of the Aggregate Stated Principal Balance
          of the
          Pool 2C Mortgage Loans over
          the
          aggregate of the Class Principal Amounts of the Group 2C Senior Certificates
          immediately before such Distribution Date.

         

        Pool
          Percentage:
          With
          respect to each Mortgage Pool and any Distribution Date, a fraction, expressed
          as a percentage, the numerator of which is the Aggregate Stated Principal
          Balance of such Mortgage Pool, and the denominator of which is the sum
          of the
          Aggregate Stated Principal Balances of all of the Mortgage Pools as of
          such Due
          Date.

         

        Pool
          Subordinate Amount:
          Any of
          the Pool 2A Subordinate Amount, the Pool 2B Subordinate Amount or the Pool
          2C
          Subordinate Amount.

         

        Prepayment
          Interest Shortfall:
          With
          respect to any full or partial Principal Prepayment of a Mortgage Loan,
          the
          excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
          on the Stated Principal Balance of such Mortgage Loan immediately prior
          to such
          Principal Prepayment over (ii) the amount of interest actually received
          with
          respect to such Mortgage Loan in connection with such Principal
          Prepayment.

         

        Prepayment
          Period:
          With
          respect to each Distribution Date, the calendar month immediately preceding
          the
          month in which the Distribution Date occurs.

         

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

         

        Principal
          Distribution Amount:
          With
          respect to any Mortgage Pool and any Distribution Date, the sum of (a)
          each
          Scheduled Payment of principal collected or advanced on the related Mortgage
          Loans (before taking into account any Deficient Valuations or Debt Service
          Reductions) and due during the related Due Period, (b) that portion of
          the
          Purchase Price representing principal of any Mortgage Loans in such Mortgage
          Pool purchased in accordance with Section 2.04 hereof and received during
          the
          related Prepayment Period, (c) the principal portion of any related Substitution
          Amount received during the related Prepayment Period, (d) any Subsequent
          Recoveries and the principal portion of all Insurance Proceeds received
          during
          the related Prepayment Period with respect to Mortgage Loans in such Mortgage
          Pool that are not yet Liquidated Mortgage Loans, (e) the principal portion
          of
          all Net Liquidation Proceeds received during the related Prepayment Period
          with
          respect to Liquidated Mortgage Loans in such Mortgage Pool, (f) the principal
          portion of the proceeds of any Additional Collateral with respect to the
          Mortgage Loans in such Mortgage Pool, (g) the principal portion of all
          partial
          and full principal prepayments of Mortgage Loans in such Mortgage Pool
          applied
          by the Servicers during the related Prepayment Period and (h) on the
          Distribution Date on which the Group 1 Certificates are to be redeemed
          pursuant
          to Article X hereof, that portion of the Redemption Price in respect of
          principal for Pool 1, and on the Distribution Date on which the Group 2
          Certificates are to be redeemed pursuant to Article X hereof, that portion
          of
          the Redemption Price in respect of principal for Pool 2A, Pool 2B and Pool
          2C.

         


        
          
             

          

          
            33

            
              

            

          

          
             

          

        


        Principal
          Prepayment:
          Any
          Mortgagor payment of principal or other recovery of principal on a Mortgage
          Loan
          that is recognized as having been received or recovered in advance of its
          scheduled Due Date and applied to reduce the principal balance of the Mortgage
          Loan in accordance with the terms of the Mortgage Note or the Servicing
          Agreement.

         

        Principal
          Prepayment In Full:
          Any
          Principal Prepayment of the entire principal balance of the Mortgage
          Loans.

         

        Principal
          Transfer Amount:
          For any
          Distribution Date and for any Undercollateralized Group, the excess, if
          any, of
          the aggregate of the Class Principal Amounts of the Senior Certificates
          related
          to such Undercollateralized Group immediately prior to such Distribution
          Date,
          over the Aggregate Stated Principal Balance of the Mortgage Pool related
          to such
          Undercollateralized Group immediately prior to such Distribution
          Date.

         

        Proceeding:
          Any
          suit in equity, action at law or other judicial or administrative
          proceeding.

         

        Proprietary
          Lease:
          With
          respect to any Cooperative Property, a lease or occupancy agreement between
          a
          Cooperative Corporation and a holder of related Cooperative Shares.

         

        Prospectus:
          The
          prospectus supplement dated July 25, 2007 and the accompanying prospectus
          dated
          July 26, 2006, relating to the Class 1-A1, Class 1-A2, Class 1-XA, Class
          1-XB,
          Class 1-AR, Class 2A-A1, Class 2A-A2, Class 2B-A1, Class 2B-A2, Class 2C-A1,
          Class 2C-A2, Class 2-AR, Class 1-B1, Class 1-B2, Class 1-B3, Class 2-B1,
          Class
          2-B2 and Class 2-B3 Certificates, together with any supplement
          thereto.

         

        Purchase
          Agreement:
          Each
          mortgage purchase agreement listed in Exhibit F hereto, as each such agreement
          has been modified by the related Acknowledgement.

         

        Purchase
          Price:
          With
          respect to any Mortgage Loan required or permitted to be purchased by the
          Seller
          or Depositor pursuant to this Agreement, by the Servicers pursuant to the
          Servicing Agreements, or by the Seller pursuant to the Purchase Agreements,
          an
          amount equal to the sum of (i) 100% of the unpaid principal balance of
          the
          Mortgage Loan on the date of such purchase, (ii) accrued interest thereon
          at the
          applicable Net Mortgage Rate from the date through which interest was last
          paid
          by the Mortgagor to the Due Date in the month in which the Purchase Price
          is to
          be distributed to Certificateholders, or such other amount as may be specified
          in the related Servicing Agreement or Purchase Agreement and (iii) the
          amount of any costs and damages incurred by the Trust Fund as a result
          of any
          violation of any applicable federal, state, or local predatory or abusive
          lending law arising from or in connection with the origination of such
          Mortgage
          Loan.

         

        Rapid
          Prepayment Conditions:
          As to
          any Distribution Date, if (1) Group 2 Aggregate Subordinate Percentage
          on such
          date is less than 200% of the Group 2 Aggregate Subordinate Percentage
          on the
          Closing Date; or (2) the outstanding Stated Principal Balance of the Mortgage
          Loans in Pool 2A, Pool 2B or Pool 2C that are 60 days or more Delinquent
          (including such Mortgage Loans in REO, foreclosure and bankruptcy status)
          (averaged over the preceding six month period), as a percentage of the
          Pool
          Subordinate Amount of such Mortgage Pool, is greater than or equal to
          50%.

         


        
          
             

          

          
            34

            
              

            

          

          
             

          

        


        Rating
          Agency:
          Each of
          Fitch Ratings, Moody’s and S&P.

         

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

         

        Record
          Date:
          As to
          any Distribution Date (i) with respect to the LIBOR Certificates, the last
          Business Day preceding such Distribution Date (or the Closing Date, in
          the case
          of the first Distribution Date) unless such Certificates shall no longer
          be
          Book-Entry Certificates, in which case the Record Date shall be the last
          Business Day of the month preceding the month of such Distribution Date
          and (ii)
          in the case of all other Certificates (including LIBOR Certificates that
          are
          subsequently reissued as Definitive Certificates), the last Business Day
          of the
          month preceding the month of each Distribution Date (or the Closing Date,
          in the
          case of the first Distribution Date).

         

        Redemption
          Price:
          With
          respect to any Class of Certificates to be redeemed, an amount equal to
          100% of
          the related Class Principal Amount of the Certificates to be so redeemed,
          together with interest on such amount at the applicable Certificate Interest
          Rate through the related Accrual Period (excluding the amount of any unpaid
          Net
          WAC Shortfalls with respect to the LIBOR Certificates), and including,
          the
          payment of all amounts relating to Pool 1 (in the case of a redemption
          of the
          Group 1 Certificates) and all amounts relating to Pool 2A, Pool 2B and
          Pool 2C,
          in the aggregate (in the case of a redemption of the Group 2 Certificates),
          in
          each case, including, without limitation, all previously unreimbursed Advances
          and Servicer Advances and accrued and unpaid Servicing Fees, payable or
          reimbursable to the Trustee, the Securities Administrator, the Master Servicer
          and the Servicers pursuant to this Agreement and the Servicing Agreements,
          or to
          the Custodian under the Custody Agreement (to the extent such amounts are
          not
          paid to the Custodian by the Seller), as applicable. 

         

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

         


        
          
             

          

          
            35

            
              

            

          

          
             

          

        


        Regulation
          AB:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
          to
          such clarifications and interpretations 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.

         

        Relevant
          Servicing Criteria:
          The
          Servicing Criteria applicable to each party, as set forth on Exhibit N
          attached
          hereto. 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 any Servicer, the term “Relevant
          Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
          applicable to such parties.

         

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

         

        REMIC:
          Each
          pool of assets in the Trust Fund designated as a REMIC as described in
          the
          Preliminary Statement to this Agreement.

         

        REMIC
          Provisions:
          The
          provisions of the federal income tax law relating to real estate mortgage
          investment conduits, which appear at sections 860A through 860G of the
          Code, and
          related provisions, and regulations, including proposed regulations and
          rulings,
          and administrative pronouncements promulgated thereunder, as the foregoing
          may
          be in effect from time to time.

         

        REO
          Property:
          A
          Mortgaged Property acquired by the Trust Fund through foreclosure or
          deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan
          or
          otherwise treated as having been acquired pursuant to the REMIC
          Provisions.

         

        Replacement
          Mortgage Loan:
          A
          mortgage loan substituted by the Seller for a Deleted Mortgage Loan which
          must,
          on the date of such substitution, as confirmed in a Request for Release,
          substantially in the form attached to the Custody 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 more
          than
          10% less than, the Stated Principal Balance of the Deleted Mortgage Loan;
          (ii)
          have a Maximum Rate not less than (and not more than two percentage points
          greater than) the Maximum Rate of the Deleted Mortgage Loan; (iii) have
          a gross
          margin not less than that of the Deleted Mortgage Loan and, if Mortgage
          Loans
          equal to 1% or more of the balance of the related Mortgage Pool as of the
          Cut-off Date have become Deleted Mortgage Loans, not more than two percentage
          points more than that of the Deleted Mortgage Loan; (iv) have an Effective
          Loan-to-Value Ratio or Loan-to-Value Ratio, as applicable, no higher than
          that
          of the Deleted Mortgage Loan; (v) have Adjustment Dates that are no more
          or less
          frequent than the Deleted Mortgage Loan; (vi) have a remaining term to
          maturity
          no greater than (and not more than one year less than that of) the Deleted
          Mortgage Loan; (vii) not permit conversion of the related Mortgage Rate
          to a
          permanent fixed Mortgage Rate; (viii) not be a Cooperative Loan unless
          the
          Deleted Mortgage Loan was a Cooperative Loan; (ix) have the same or better
          Fair,
          Isaac & Company (FICO) credit score; (x) have an initial interest adjustment
          date no earlier than five months before (and no later than five months
          after)
          the initial adjustment date of the Deleted Mortgage Loan, (xi) comply with
          each
          representation and warranty set forth in Article III of each Purchase Agreement;
          and (xii) shall be accompanied by an Opinion of Counsel that such Replacement
          Mortgage Loan would not adversely affect the REMIC status of the Trust
          Fund or
          would not otherwise be prohibited by this Agreement. 

         


        
          
             

          

          
            36

            
              

            

          

          
             

          

        


        Reportable
          Event:
          As defined in Section 6.21(c)(i).

         

        Reporting
          Servicer:
          As defined in Section 6.21(b)(i).

         

        Required
          Reserve Fund Deposit:
          Each of the Class 1-XA Required Reserve Fund Deposit and the Class 1-XB
          Required
          Reserve Fund Deposit. 

         

        Reserve
          Fund:
          A fund created as part of the Trust
          Fund pursuant to Section 5.06 of this Agreement (but which is not an asset
          of
          any REMIC) consisting of the Class 1-XA Sub Account and the
          Class
          1-XB Sub Account.

         

        Residual
          Certificate:
          Each of
          the Class 1-AR, Class 2-AR, Class 1-LTR and Class 2-LTR
          Certificates.

         

        Responsible
          Officer:
          With
          respect to the Trustee, any officer in the corporate trust department or
          similar
          group of the Trustee with direct responsibility for the administration
          of this
          Agreement and also, with respect to a particular corporate trust matter,
          any
          other officer to whom such matter is referred because of his or her knowledge
          of
          and familiarity with the particular subject. 

         

        Restricted
          Certificate:
          Any
          Class B-4, Class B-5, Class B-6 or Class LT-R Certificate.

         

        Restricted
          Global Security:
          As
          defined in Section 3.01(c).

         

        Restricted
          Holder:
          As defined in Section 3.03(d).

         

        Retained
          Certificates:
          Not
          applicable.

         

        Retained
          Mortgage File:
          Any
          file of mortgage loan documents maintained by Wells Fargo Bank, N.A., in
          its
          capacity as Servicer, pursuant to the related Servicing Agreement, prior
          to any
          Document Transfer Event.

         

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

         

        SAIF:
          The
          Saving’s Association Insurance Fund, or any successor thereto.

         


        
          
             

          

          
            37

            
              

            

          

          
             

          

        


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

         

        Sarbanes-Oxley
          Certification:
          As
          defined in Section 6.21(e).

         

        Schedule
          of Exceptions:
          With
          respect to any Mortgage Loan, as defined in the Custody Agreement.

         

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

         

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

         

        Securities
          Administrator:
          Wells
          Fargo Bank, N.A., not in its individual capacity but solely as Securities
          Administrator, or any successor in interest, or if any successor Securities
          Administrator shall be appointed as herein provided, then such successor
          Securities Administrator. Wells Fargo Bank, N.A. shall act as Securities
          Administrator for so long as it is Master Servicer under this
          Agreement.

         

        Seller:
          RWT
          Holdings, Inc., a Delaware corporation.

         

        Senior
          Certificate:
          Any one
          of the Class 1-A1, Class 1-A2, Class 1-XA, Class 1-XB, Class 1-AR, Class
          1-LTR,
          Class 2A-A1, Class 2A-A2, Class 2B-A1, Class 2B-A2, Class 2C-A1, Class
          2C-A2,
          Class 2-AR or Class 2-LTR Certificates, as applicable.

         

        Senior
          Percentage:
          With
          respect to each Distribution Date and each Mortgage Pool, (i) in the case
          of
          Pool 1, the percentage equivalent of a fraction, the numerator of which
          is the
          aggregate of the Class Principal Amounts of the Group 1 Senior Certificates
          immediately prior to such Distribution Date, and the denominator of which
          is the
          Aggregate Stated Principal Balance of Pool 1 for such Distribution Date,
          (ii) in
          the case of Pool 2A, the percentage equivalent of a fraction, the numerator
          of
          which is the aggregate of the Class Principal Amounts of the Group 2A Senior
          Certificates immediately prior to such Distribution Date, and the denominator
          of
          which is the Aggregate Stated Principal Balance of Pool 2A for such Distribution
          Date, (iii) in the case of Pool 2B, the percentage equivalent of a fraction,
          the
          numerator of which is the aggregate of the Class Principal Amounts of the
          Group
          2B Senior Certificates immediately prior to such Distribution Date, and
          the
          denominator of which is the Aggregate Stated Principal Balance of Pool
          2B for
          such Distribution Date and (iv) in the case of Pool 2C, the percentage
          equivalent of a fraction, the numerator of which is the aggregate of the
          Class
          Principal Amounts of the Group 2C Senior Certificates immediately prior
          to such
          Distribution Date, and the denominator of which is the Aggregate Stated
          Principal Balance of Pool 2C for such Distribution Date.

         


        
          
             

          

          
            38

            
              

            

          

          
             

          

        


        Senior
          Prepayment Percentage:
          With
          respect to Pool 1 and any Distribution Date, the Group 1 Senior Prepayment
          Percentage for such date; and with respect to Pool 2A, Pool 2B and Pool
          2C and
          any Distribution Date, the applicable Group 2 Senior Prepayment Percentage
          for
          such date.

         

        Senior
          Principal Distribution Amount:
          With
          respect to each Mortgage Pool and any Distribution Date, the sum of:


         

        (1) the
          related Senior Percentage of all amounts described in clause (a) of the
          definition of “Principal Distribution Amount” for that Distribution
          Date;

         

        (2) with
          respect to each related Mortgage Loan which became a Liquidated Mortgage
          Loan
          during the related Prepayment Period, the lesser of:

         

        (x) the
          related Senior Prepayment Percentage of the Stated Principal Balance of
          that
          Mortgage Loan, and

         

        (y) Net
          Liquidation Proceeds allocable to principal received with respect to that
          Mortgage Loan;

         

        (3) the
          related Senior Prepayment Percentage of the amounts described in clauses
          (b),
          (c), (d) and (g) of the definition of “Principal Distribution Amount” for that
          Mortgage Pool; and

         

        (4) any
          amounts described in clauses (1) through (3) that remain unpaid with respect
          to
          the related Senior Certificates from prior Distribution Dates.

         

        Senior
          Termination Date:
          With
          respect to each of Pool 2A, Pool 2B and Pool 2C, the date on which the
          aggregate
          of the Class Principal Amounts of the Senior Certificates related to such
          Mortgage Pool is reduced to zero.

         

        Servicers:
          Each
          Servicer under a Servicing Agreement.

         

        Servicer
          Advance:
          A
“Servicing Advance” as defined in the applicable Servicing
          Agreement.

         

        Servicer
          Remittance Date:
          The
          18th day of each calendar month after the initial issuance of the Certificates
          or, if such 18th day is not a Business Day, the immediately preceding Business
          Day, commencing in August 2007. 

         

        Service(s)(ing):
          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 Item 1108 of Regulation AB.
          Any
          uncapitalized occurrence of this term shall have the meaning commonly understood
          by participants in the residential mortgage-backed securitization
          market.

         


        
          
             

          

          
            39

            
              

            

          

          
             

          

        


        Servicing
          Agreement:
          Each
          agreement listed in Exhibit E, as such agreement has been modified by the
          related Acknowledgement and as it may be amended or supplemented from time
          to
          time as permitted hereunder. 

         

        Servicing
          Criteria:
          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
          any Distribution Date and each Mortgage Loan, an amount equal to the product
          of
          (a) one-twelfth of the Servicing Fee Rate and (b) the Stated Principal
          Balance
          of such Mortgage Loan as of the first day of the related Due
          Period.

         

        Servicing
          Fee Rate:
          With
          respect to each Mortgage Loan and any Distribution Date, the rate specified
          in
          the related Servicing Agreement.

         

        Servicing
          Function Participant:
          Any
          Subservicer or Subcontractor, other than each Servicer, the Master Servicer
          and
          the Securities Administrator, that is participating in the servicing function
          within the meaning of Regulation AB, unless such Person’s activities relate only
          to 5% or less of the Mortgage Loans.

         

        Servicing
          Officer:
          Any
officer of the Servicers 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 Master Servicer by the Servicers
          on
          the Closing Date pursuant to the Servicing Agreements, as such list may
          from
          time to time be amended. 

         

        Startup
          Day:
          The day
          designated as such pursuant to Section 10.01(b) hereof.

         

        Stated
          Principal Balance:
          As to
          any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage
          Loan as of such Due Date as specified in the amortization schedule at the
          time
          relating thereto (before any adjustment to such amortization schedule by
          reason
          of any moratorium or similar waiver or grace period) after giving effect
          to any
          previous partial Principal Prepayments and Liquidation Proceeds allocable
          to
          principal (other than with respect to any Liquidated Mortgage Loan) and
          to the
          payment of principal due on such Due Date and irrespective of any delinquency
          in
          payment by the related Mortgagor.

         

        Sub
          Account:
          Each of
          the Class 1-XA Sub Account or the Class 1-XB Sub Account, constituting
          the
          Reserve Fund.

         

        Subcontractor:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing of Mortgage Loans but performs one or more discrete functions
          identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
          under
          the direction or authority of any Servicer (or a Subservicer of any Servicer),
          the Master Servicer or the Securities Administrator.

         

        Subordinate
          Certificate:
          Any of
          the Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class 1-B6,
          Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 or Class 2-B6
          Certificates.

         


        
          
             

          

          
            40

            
              

            

          

          
             

          

        


        Subordinate
          Class Percentage:
          As to
          any Distribution Date and any Class of the Group 1 Subordinate Certificates
          or
          Group 2 Subordinate Certificates, a fraction, expressed as a percentage,
          the
          numerator of which is the Class Principal Amount of such Class on such
          date, and
          the denominator of which is the aggregate of the Class Principal Amounts
          of the
          Group 1 Subordinate Certificates or Group 2 Subordinate Certificates,
          respectively, on such date.

         

        Subordinate
          Percentage:
          With
          respect to each Mortgage Pool and any Distribution Date, the difference
          between
          100% and the related Senior Percentage for such Mortgage Pool for such
          Distribution Date.

         

        Subordinate
          Prepayment Percentage:
          With
          respect to Pool 1 and any Distribution Date, the difference between 100%
          and the
          Group 1 Senior Prepayment Percentage for such date; and with respect to
          Pool 2A,
          Pool 2B and Pool 2C and any Distribution Date, the difference between 100%
          and
          the Group 2 Senior Prepayment Percentage for such date.

         

        Subordinate
          Principal Distribution Amount:
          With
          respect to any Distribution Date and each Mortgage Pool, an amount equal
          to the
          sum of:

         

        (1) the
          related Subordinate Percentage of all amounts described in clause (a) of
          the
          definition of “Principal Distribution Amount” for that Distribution
          Date;

         

        (2) with
          respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
          the
          related Prepayment Period the amount of the Net Liquidation Proceeds allocated
          to principal received with respect thereto remaining after application
          thereof
          pursuant to clause (2) of the definition of “Senior Principal Distribution
          Amount” for that Distribution Date, up to the related Subordinate Percentage of
          the Stated Principal Balance of such Mortgage Loan; 

         

        (3) the
          related Subordinate Prepayment Percentage of all amounts described in clauses
          (b), (c), (d) and (g) of the definition of “Principal Distribution Amount” for
          that Mortgage Pool and that Distribution Date; and

         

        (4) any
          amounts described in clauses (1) through (3) for any previous Distribution
          Date
          that remain unpaid,

         

        minus,
          in the case of Pool 2A, Pool 2B and Pool 2C only, the sum of:

         

        (a)
          any
          Principal Transfer Amount paid from the Available Distribution Amount of
          such
          Mortgage Pool to the Undercollateralized Group; and

         

        (b)
          the
          amount of principal distributions made to the Senior Certificates pursuant
          to
          Section 5.02(l).

         

        Subsequent
          Recovery:
          Any
          amount recovered by a Servicer with respect to a Liquidated Mortgage Loan
          (after
          reimbursement of any unreimbursed Advances or expenses of the Servicer)
          with
          respect to which a Realized Loss was incurred after the liquidation or
          disposition of such Mortgage Loan.

         


        
          
             

          

          
            41

            
              

            

          

          
             

          

        


        Subservicer:
          Any
          Person that (i) services Mortgage Loans on behalf of any Servicer, and
          (ii) is
          responsible for the performance (whether directly or through sub-servicers
          or
          Subcontractors) of Servicing functions required to be performed under this
          Agreement, any related Servicing Agreement or any sub-servicing agreement
          that
          are identified in Item 1122(d) of Regulation AB.

         

        Substitution
          Amount:
          As
          defined in the second paragraph of Section 2.04(b).

         

        Tax
          Matters Person:
          The
“tax matters person” as specified in the REMIC Provisions which shall initially
          be the Holder of the Class 1-LTR or Class 2-LTR Certificate, as described
          under
          Section 10.01(l).

         

        Trust
          Fund:
          The
          corpus of the trust created pursuant to this Agreement, consisting of the
          Mortgage Loans and all interest and principal received thereon after the
          Cut-off
          Date (other than Scheduled Payments due on or prior to the Cut-off Date),
          the
          Depositor’s rights assigned to the Trustee under the Purchase Agreements and the
          Servicing Agreements and the Mortgage Loan Purchase and Sale Agreement,
          the
          Insurance Policies relating to the Mortgage Loans, all cash, instruments
          or
          property held or required to be held in the Collection Accounts, the
          Distribution Account, property that secured a Mortgage Loan, the pledge,
          control
          and guaranty agreements and any Limited Purpose Surety Bond relating to
          the
          Additional Collateral Mortgage Loans and the Reserve Fund.

         

        Trustee:
          HSBC
          Bank USA, National Association, a national banking association organized
          and
          existing under the laws of the United States of America and any Person
          succeeding the Trustee hereunder, or if any successor trustee or any co-trustee
          shall be appointed as herein provided, then such successor trustee and
          such
          co-trustee, as the case may be.

         

        Trustee
          Mortgage Files:
          With
          respect to each Mortgage Loan, the Mortgage Documents to be retained in
          the
          custody and possession of the Trustee or the Custodian on behalf of the
          Trustee,
          and any Retained Mortgage File that is delivered to the Custodian or the
          Trustee
          pursuant to Section 2.01(a) of this Agreement.

         

        UCC:
          The
          Uniform Commercial Code as enacted in the relevant jurisdiction.

         

        Undercollateralized
          Group:
          With
          respect to any Distribution Date, any Cross-Collateralized Senior Certificate
          Group as to which the aggregate Class Principal Amount of the related Group
          2
          Senior Certificates is greater than the aggregate Stated Principal Balance
          of
          the Mortgage Loans in the related Mortgage Pool immediately prior to such
          Distribution Date.

         

        Underwriters:
          Morgan
          Stanley & Co. Incorporated, Wachovia Capital Markets, LLC and Greenwich
          Capital Markets, Inc.

         

        Underwriter’s
          Exemption:
          For
          each of Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC and
          Greenwich Capital Markets, Inc., Prohibited Transaction Exemption (“PTE”) 90-24,
          PTE 96-22 and PTE 90-59, respectively, as most recently amended and restated
          by
          PTE 2007-5 (72 Fed. Reg. 13130 (March 20, 2007)), or any substantially
          similar
          administrative exemption granted by the U.S. Department of Labor to the
          Underwriters.

         


        
          
             

          

          
            42

            
              

            

          

          
             

          

        


        Underwriting
          Agreement:
          The
          Underwriting Agreement, dated July 25, 2007, among the Seller, the Depositor
          and
          the Underwriters.

         

        Uniform
          Commercial Code:
          The
          Uniform Commercial Code as in effect in any applicable jurisdiction from
          time to
          time.

         

        Upper-Tier
          REMIC:
          As
          described in the Preliminary Statement to this Agreement.

         

        Voting
          Interests:
          The
          portion of the voting rights of all the Certificates that is allocated
          to any
          Certificate for purposes of the voting provisions of this Agreement. At
          all
          times during the term of this Agreement, 96.00% of all Voting Interests
          shall be
          allocated to the Class 1-A1, Class 1-A2, Class 2A-A1, Class 2A-A2, Class
          2B-A1,
          Class 2B-A2, Class 2C-A1, Class 2C-A2, Class 1-B1, Class 1-B2, Class 1-B3,
          Class
          1-B4, Class 1-B5, Class 1-B6, Class 2-B1, Class 2-B2, Class 2-B3, Class
          2-B4,
          Class 2-B5 and Class 2-B6 Certificates. Voting Interests shall be allocated
          among such Certificates based on the product of (i) 96.00% and (ii) the
          fraction, expressed as a percentage, the numerator of which is the aggregate
          of
          the Class Principal Amounts for all Classes then outstanding and the denominator
          of which is the sum of the then-outstanding Aggregate Stated Principal
          Balances
          of all Mortgage Pools. At all times during the term of this Agreement,
          4.00% of
          all Voting Interests shall be allocated to each of the Class 1-AR, Class
          1-XA,
          Class 1-XB and Class 2-AR, Certificates. Voting Interests shall be allocated
          among such Certificates based on the product of (i) 1% and (ii) the fraction,
          expressed as a percentage, the numerator of which is the aggregate of the
          Class
          Principal Amounts of all Classes then outstanding and the denominator of
          which
          is the then-outstanding sum of the Aggregate Stated Principal Balances
          of all
          Mortgage Pools. The Class 1-LTR and Class 2-LTR Certificates shall not
          have any
          voting rights.

         

        Section
          1.02  Calculations
          Respecting Mortgage Loans. 

         

        Calculations
          required to be made pursuant to this Agreement with respect to any Mortgage
          Loan
          in the Trust Fund shall be made based upon current information as to the
          terms
          of the Mortgage Loans and reports of payments received from the Mortgagor
          on
          such Mortgage Loans and payments to be made to the Securities Administrator
          as
          supplied to the Securities Administrator by the Master Servicer. The Securities
          Administrator shall not be required to recompute, verify or recalculate
          the
          information supplied to it by the Master Servicer or any Servicer.

         

         

         


        
          
             

          

          
            43

            
              

            

          

          
             

          

        


         

        ARTICLE
          II

         

        DECLARATION
          OF TRUST;

        ISSUANCE
          OF CERTIFICATES

         

        Section
          2.01  Creation
          and Declaration of Trust Fund; Conveyance of Mortgage Loans.

         

        (a) Concurrently
          with the execution and delivery of this Agreement, the Depositor does hereby
          transfer, assign, set over, deposit with and otherwise convey to the Trustee,
          without recourse, subject to Sections 2.02 and 2.04, in trust, all the
          right,
          title and interest of the Depositor in and to the Trust Fund. Such conveyance
          includes, without limitation, (i) the Mortgage Loans, including the right
          to all payments of principal and interest received on or with respect to
          the
          Mortgage Loans after the Cut-off Date (other than Scheduled Payments due
          on or
          before such date), and all such payments due after such date but received
          on or
          prior to such date and intended by the related Mortgagors to be applied
          after
          such date; (ii) all of the Depositor’s right, title and interest in and to all
          amounts from time to time credited to and the proceeds of the Distribution
          Account, any Collection Accounts or any Escrow Account established with
          respect
          to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the
          extent set forth in the related Acknowledgements, the Depositor’s rights under
          the Purchase Agreements and the Servicing Agreements and all of the Depositor’s
          rights under Mortgage Loan Purchase and Sale Agreement; (iv) all of the
          Depositor’s right, title or interest in REO Property and the proceeds thereof;
          (v) all of the Depositor’s rights under any Insurance Policies related to
          the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral
          pledged to secure the Mortgage Loans, including the Mortgaged Properties
          and any
          Additional Collateral relating to the Additional Collateral Mortgage Loans,
          including, but not limited to, the pledge, control and guaranty agreements
          and
          any related Limited Purpose Surety Bond to have and to hold, in trust;
          and the
          Trustee declares that, subject to the review provided for in Section 2.02,
          it
          has received and shall hold the Trust Fund, as trustee, in trust, for the
          benefit and use of the Holders of the Certificates and for the purposes
          and
          subject to the terms and conditions set forth in this Agreement, and,
          concurrently with such receipt, has caused to be executed, authenticated
          and
          delivered to or upon the order of the Depositor, in exchange for the Trust
          Fund,
          Certificates in the authorized denominations evidencing the entire ownership
          of
          the Trust Fund.

         

        The
          foregoing sale, transfer, assignment, set-over, deposit and conveyance
          does not
          and is not intended to result in the creation or assumption by the Trustee
          of
          any obligation of the Depositor, the Seller or any other Person in connection
          with the Mortgage Loans or any other agreement or instrument relating thereto
          except as specifically 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 Mortgage Files, including but not limited to certain insurance
          policies and documents contemplated by this Agreement, and preparation
          and
          delivery of the certifications shall be performed by the Custodian pursuant
          to
          the terms and conditions of the Custody Agreement.

         


        
          
             

          

          
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        In
          connection with such transfer and assignment of the Mortgage Loans, the
          Depositor does hereby deliver to, and deposit with, or cause to be delivered
          to
          and deposited with, the Custodian acting on the Trustee’s behalf, the following
          documents or instruments with respect to each related Mortgage Loan (each,
          a
“Trustee Mortgage File”) so transferred and assigned:

         

        (i)
           with
          respect to each Mortgage Loan, the original Mortgage Note endorsed without
          recourse in proper form to the order of the Trustee, or in blank (in each
          case,
          with all necessary intervening endorsements, as applicable); provided that
          any
          such endorsement may be stamped or generated electronically, if acceptable
          under
          all applicable laws and regulations and the endorsing entity had adopted
          appropriate authorizing resolutions prior to such stamped or electronic
          endorsement.

         

        (ii)
           with
          respect to each Mortgage Loan (other than a Cooperative Loan), the original
          mortgage, deed of trust or other instrument creating a first lien on the
          underlying property securing the Mortgage Loan and bearing evidence that
          such
          instrument has been recorded in the appropriate jurisdiction where the
          Mortgaged
          Property is located (or, in lieu of the original of the Mortgage, a true
          copy of
          the Mortgage certified by the originator, or a duplicate or conformed copy
          of
          the Mortgage, together with a certificate of either the closing attorney
          or an
          officer of the title insurer that issued the related title insurance policy,
          certifying that such copy represents a true and correct copy of the original
          and
          that such original has been or is currently submitted to be recorded in
          the
          appropriate governmental recording office of the jurisdiction where the
          Mortgaged Property is located);

         

        (iii)
           with
          respect to each Mortgage Loan (other than a Cooperative Loan), the Assignment
          of
          Mortgage in form and substance acceptable for recording in the relevant
          jurisdiction, such assignment being either (A) in blank, without recourse,
          or
          (B) or endorsed to “HSBC Bank USA, National Association, as Trustee of the
          Sequoia Mortgage Trust 2007-3, Mortgage Pass-Through Certificates, without
          recourse;” provided, that if the Mortgage Loan is a MERS Designated Mortgage
          Loan, no Assignment of Mortgage shall be required;

         

        (iv)
           with
          respect to each Mortgage Loan (other than a Cooperative Loan), the originals
          or
          certified copies of all Intervening Assignments of the Mortgage, if any,
          with
          evidence of recording thereon, showing a complete chain of title to the
          last
          endorsee, including any warehousing assignment;

         

        (v)
           with
          respect to each Mortgage Loan (other than a Cooperative Loan), any assumption,
          modification, written assurance, substitution, consolidation, extension
          or
          guaranty agreement, if applicable;

         

        (vi)
           with
          respect to each Mortgage Loan (other than a Cooperative Loan), the original
          policy of title insurance (or a true copy thereof) with respect to any
          such
          Mortgage Loan, or, if such policy has not yet been delivered by the insurer,
          the
          title commitment or title binder to issue same; 

         


        
          
             

          

          
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        (vii)
           if
          the
          Mortgage Note or Mortgage or any other material document or instrument
          relating
          to the Mortgage Loan 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 bearing evidence that such instrument has been recorded,
          if
          so required, in the appropriate jurisdiction where the Mortgaged Property
          is
          located (or, in lieu thereof, a duplicate or conformed copy of such instrument,
          together with a certificate of receipt from the recording office, certifying
          that such copy represents a true and complete copy of the original and
          that such
          original has been or is currently submitted to be recorded in the appropriate
          governmental recording office of the jurisdiction where the Mortgaged Property
          is located); and

         

        (viii)
           with
          respect to each Mortgage Loan which constitutes a Cooperative Mortgage
          Loan:

         

        (a) the
          original loan and security agreement;

         

        (b) the
          original Cooperative Shares;

         

        (c) a
          stock
          power executed in blank by the person in whose name the Cooperative Shares
          are
          issued;

         

        (d) the
          Proprietary Lease or occupancy agreement accompanied by an assignment in
          blank
          of such proprietary lease;

         

        (e) the
          recognition agreement executed by the Cooperative Corporation, which requires
          the Cooperative Corporation to recognize the rights of the lender and its
          successors in interest and assigns, under the cooperative;

         

        (f) UCC1
          financing statements with recording information thereon from the appropriate
          governmental recording offices if necessary to perfect the security interest
          of
          the Cooperative Mortgage Loan under the Uniform Commercial Code in the
          jurisdiction in which the cooperative project is located, accompanied by
          UCC3
          financing statements executed in blank for recordation of the change in
          the
          secured party thereunder;

         

        (g) the
          original policy of title insurance or with respect to any such Cooperative
          Mortgage Loan, if such policy has not yet been delivered by the insurer,
          the
          title commitment or title binder to issue same; and 

         

        (h) Any
          guarantees, if applicable.

         

        Notwithstanding
          the foregoing, with respect to Mortgage Loans serviced by Wells Fargo Bank,
          N.A., such Servicer shall hold the Retained Mortgage Files in trust for
          the
          benefit of the Trustee pursuant to the related Servicing Agreement. The
          possession of each Retained Mortgage File held by such Servicer is in a
          custodial capacity only. Within 60 days of the occurrence of a Document
          Transfer
          Event, such Servicer shall, pursuant to the related Servicing Agreement,
          deliver
          or cause to be delivered to and deposited with the Trustee or to the corporate
          trust services division of the Custodian the Retained Mortgage Files consisting
          of the following additional items, as applicable: (i) the original mortgage
          with
          evidence of recording indicated thereon (or, if such original recorded
          mortgage
          has not yet been returned by the recording office, a copy thereof certified
          to
          be a true and complete copy of such mortgage sent for recording) and (ii)
          the
          policies of title insurance issued with respect to each applicable Mortgage
          Loan.

         


        
          
             

          

          
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        (b) The
          Depositor shall cause Assignments of Mortgage with respect to each Mortgage
          Loan
          other than a Cooperative Mortgage Loan to be completed in the form specified
          in
          Section 2.01(a)(iii) above within 30 days of the Closing Date for purpose
          of
          their recording; provided,
          however,
          that
          such Assignments of Mortgage need not be recorded if, on or prior to the
          Closing
          Date, the Depositor delivers, at its own expense, an Opinion of Counsel
          (which
          must be Independent counsel) acceptable to the Trustee, the Securities
          Administrator and the Rating Agencies, to the effect that recording in
          such
          states is not required to protect the Trustee’s interest in the related Mortgage
          Loans. Subject to the preceding sentence, as soon as practicable after
          the
          Closing Date (but in no event more than 270 days thereafter except to the
          extent
          delays are caused by the applicable recording office), the Depositor at
          its own
          expense and with the cooperation of the applicable Servicer, shall cause
          to be
          properly recorded by each Servicer in each public recording office where
          the
          related Mortgages are recorded each Assignment of Mortgage endorsed in
          the form
          described in Section 2.01(a)(iii) above with respect to each such Mortgage
          Loan.


         

        (c) In
          instances where a title insurance policy is required to be delivered to
          the
          Trustee or the Custodian on behalf of the Trustee under Sections 2.01(a)(vi)
          or
          2.01(a)(viii)(g) above and is not so delivered, the Depositor will provide
          a
          copy of such title insurance policy to the Trustee, or to the Custodian
          on
          behalf of the Trustee, as promptly as practicable after the execution and
          delivery hereof, but in any case within 180 days of the Closing
          Date.

         

        (d) For
          Mortgage Loans (if any) that have been prepaid in full after the Cut-off
          Date
          and prior to the Closing Date, the Depositor, in lieu of delivering the
          above
          documents, herewith delivers to the Trustee, or to the Custodian on behalf
          of
          the Trustee, an Officer’s Certificate which shall include a statement to the
          effect that all amounts received in connection with such prepayment that
          are
          required to be deposited in the Distribution Account pursuant to Section
          4.01
          have been so deposited. All original documents that are not delivered to
          the
          Trustee or the Custodian on behalf of the Trustee shall be held by the
          Master
          Servicer or the applicable Servicer in trust for the benefit of the Trustee
          and
          the Certificateholders.

         

        
          	 	
                  Section
                    2.02 

                	
                  Acceptance
                    of Trust Fund by Trustee; Review of Documentation for Trust
                    Fund.  

                


        

         

        (a) The
          Trustee, by execution and delivery hereof, acknowledges receipt by it or
          by the
          Custodian on its behalf of the Trustee Mortgage Files pertaining to the
          Mortgage
          Loans listed on the Mortgage Loan Schedule, subject to review thereof by
          the
          Custodian on behalf of the Trustee in accordance with Section 4(a) of the
          Custody Agreement (a form of which is attached hereto as Exhibit D). The
          Custodian on behalf of the Trustee, will execute and deliver to the Trustee
          and
          the Depositor an Initial Trust Receipt and Schedule of Exceptions, on the
          Closing Date in the forms required by the Custody Agreement. 

         


        
          
             

          

          
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        (b) Within
          270 days after the Closing Date, the Custodian on behalf of the Trustee,
          will,
          for the benefit of Holders of the Certificates, review each related Trustee
          Mortgage File to ascertain that all required documents set forth in Section
          2.01
          have been received and appear on their face to conform with the requirements
          set
          forth in Section 4A and 4B of the Custody Agreement.

         

        (c) Nothing
          in this Agreement shall be construed to constitute an assumption by the
          Trust
          Fund, the Trustee, the Custodian or the Certificateholders of any unsatisfied
          duty, claim or other liability on any Mortgage Loan or to any
          Mortgagor.

         

        (d) Each
          of
          the parties hereto acknowledges that the Custodian shall perform the applicable
          review of the related Mortgage Loans and respective certifications as provided
          in the Custody Agreement.

         

        (e) Upon
          execution of this Agreement, the Depositor hereby delivers to the Trustee
          and
          the Trustee acknowledges receipt of the Acknowledgements, together with
          the
          related Purchase Agreements, Servicing Agreements and the Mortgage Loan
          Purchase
          and Sale Agreement. 

         

        Section
          2.03  Representations
          and Warranties of the Depositor.   

         

        (a) The
          Depositor hereby represents and warrants to the Trustee, for the benefit
          of the
          Certificateholders, and to the Master Servicer and the Securities Administrator
          as of the Closing Date or such other date as is specified, that:

         

        (i)
           the
          Depositor is a corporation duly organized, validly existing and in good
          standing
          under the laws governing its creation and existence and has full corporate
          power
          and authority to own its property, to carry on its business as presently
          conducted, to enter into and perform its obligations under this Agreement,
          and
          to create the trust pursuant hereto;

         

        (ii)
           the
          execution and delivery by the Depositor of this Agreement have been duly
          authorized by all necessary corporate action on the part of the Depositor;
          neither the execution and delivery of this Agreement, nor the consummation
          of
          the transactions herein contemplated, nor compliance with the provisions
          hereof,
          will conflict with or result in a breach of, or constitute a default under,
          any
          of the provisions of any law, governmental rule, regulation, judgment,
          decree or
          order binding on the Depositor or its properties or the certificate of
          incorporation or bylaws of the Depositor;

         

        (iii)
           the
          execution, delivery and performance by the Depositor of this Agreement
          and the
          consummation of the transactions contemplated hereby do not require the
          consent
          or approval of, the giving of notice to, the registration with, or the
          taking of
          any other action in respect of, any state, federal or other governmental
          authority or agency, except such as has been obtained, given, effected
          or taken
          prior to the date hereof;

         

        (iv)
           this
          Agreement has been duly executed and delivered by the Depositor and, assuming
          due authorization, execution and delivery by the Trustee, the Master Servicer
          and the Securities Administrator, constitutes a valid and binding obligation
          of
          the Depositor enforceable against it in accordance with its terms except
          as such
          enforceability may be subject to (A) applicable bankruptcy and insolvency
          laws
          and other similar laws affecting the enforcement of the rights of creditors
          generally and (B) general principles of equity regardless of whether such
          enforcement is considered in a proceeding in equity or at law;

         


        
          
             

          

          
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        (v)
           there
          are
          no actions, suits or proceedings pending or, to the knowledge of the Depositor,
          threatened or likely to be asserted against or affecting the Depositor,
          before
          or by any court, administrative agency, arbitrator or governmental body
          (A) with
          respect to any of the transactions contemplated by this Agreement or (B)
          with
          respect to any other matter which in the judgment of the Depositor will
          be
          determined adversely to the Depositor and will if determined adversely
          to the
          Depositor materially and adversely affect it or its business, assets, operations
          or condition, financial or otherwise, or adversely affect its ability to
          perform
          its obligations under this Agreement; 

         

        (vi)
           immediately
          prior to the transfer and assignment of the Mortgage Loans to the Trustee,
          the
          Depositor was the sole owner of record and holder of each Mortgage Loan,
          and the
          Depositor had good and marketable title thereto, and had full right to
          transfer
          and sell each Mortgage Loan to the Trustee free and clear, subject only
          to (1)
          liens of current real property taxes and assessments not yet due and payable
          and, if the related Mortgaged Property is a condominium unit, any lien
          for
          common charges permitted by statute, (2) covenants, conditions and restrictions,
          rights of way, easements and other matters of public record as of the date
          of
          recording of such Mortgage acceptable to mortgage lending institutions
          in the
          area in which the related Mortgaged Property is located and specifically
          referred to in the lender’s title insurance policy or attorney’s opinion of
          title and abstract of title delivered to the originator of such Mortgage
          Loan,
          and (3) such other matters to which like properties are commonly subject
          which
          do not, individually or in the aggregate, materially interfere with the
          benefits
          of the security intended to be provided by the Mortgage, of any encumbrance,
          equity, participation interest, lien, pledge, charge, claim or security
          interest, and had full right and authority, subject to no interest or
          participation of, or agreement with, any other party, to sell and assign
          each
          Mortgage Loan pursuant to this Agreement;

         

        (vii)
           This
          Agreement creates a valid and continuing security interest (as defined
          in the
          applicable Uniform Commercial Code (the “UCC”), in the Mortgage Loans in favor
          of the Trustee, which security interest is prior to all other liens, and
          is
          enforceable as such against creditors of and purchasers from the
          Depositor;

         

        (viii)
           The
          Mortgage Loans constitute “instruments” within the meaning of the applicable
          UCC;

         

        (ix)
           Other
          than the security interest granted to the Trustee pursuant to this Agreement,
          the Depositor has not pledged, assigned, sold, granted a security interest
          in,
          or otherwise conveyed any of the Mortgage Loans. The Depositor has not
          authorized the filing of and is not aware of any financing statement against
          the
          Depositor that includes a description of the collateral covering the Mortgage
          Loans other than a financing statement relating to the security interest
          granted
          to the Trustee hereunder or that has been terminated. The Depositor is
          not aware
          of any judgment or tax lien filings against the Depositor;

         


        
          
             

          

          
            49

            
              

            

          

          
             

          

        


        (x)
           None
          of
          the Mortgage Loans have any marks or notations indicating that such Mortgage
          Loans have been pledged, assigned or otherwise conveyed to any Person other
          than
          the Trustee; and

         

        (xi)
           The
          Depositor has received all consents and approvals required by the terms
          of the
          Mortgage Loans to convey the Mortgage Loans hereunder to the
          Trustee.

         

        The
          foregoing representations made in this Section 2.03 shall survive the
          termination of this Agreement and shall not be waived by any party
          hereto.

         

        Section
          2.04  Discovery
          of Breach; Repurchase or Substitution of Mortgage Loans. 

         

        (a) Pursuant
          to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement,
          the
          Seller has made certain representations and warranties as to the characteristics
          of the Mortgage Loans as of the Closing Date, including representations
          and
          warranties that no Mortgage Loan is a “high-cost home loan” as defined under any
local,
          state, or federal laws,
          and
          each of the Depositor and the Trustee intend that the Mortgage Loans (including
          any Replacement Mortgage Loans) included in the Trust Fund satisfy such
          representations and warranties. The Depositor, for the benefit of the Trustee
          and the Certificateholders hereby assigns any such rights against the Seller
          to
          the Trustee and the Seller acknowledges that it has agreed to comply with
          the
          provisions of this Section 2.04 in respect of a breach of any of such
          representations and warranties.

         

        It
          is
          understood and agreed that such representations and warranties set forth
          in
          Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement
          shall
          survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage
          of
          each Mortgage Loan to the Trustee and shall continue throughout the term
          of this
          Agreement. Upon (i) discovery or receipt by the Depositor of written notice
          of any materially defective document in a related Trustee Mortgage File
          or,
          following the date of delivery to the Trustee of the Custodian’s Final Trust
          Receipt as required under the Custody Agreement, that a document is missing
          from
          a related Trustee Mortgage File, or (ii) discovery by the Depositor or the
          Seller of the breach by the Seller of any representation or warranty under
          the
          Mortgage Loan Purchase and Sale Agreement in respect of any Mortgage Loan,
          which
          materially adversely affects the value of that Mortgage Loan or the interest
          therein of the Certificateholders (a “Defective Mortgage Loan”) (each of such
          parties hereby agreeing to give written notice thereof to the Trustee and
          the
          other of such parties), the Trustee, or its designee, shall promptly notify
          the
          Depositor in writing of such defective or missing document or breach and
          request
          that the Depositor deliver such missing document or cure or cause the cure
          of
          such defect or breach within 90 days from the date that the Depositor discovered
          or was notified of such missing document, defect or breach, and if the
          Depositor
          does not deliver such missing document or cure such defect or breach in
          all
          material respects during such period, the Trustee shall enforce the Seller’s
          obligation under the Mortgage Loan Purchase and Sale Agreement and cause
          the
          Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase
          Price on or prior to the Determination Date following the expiration of
          such
          90-day period (subject to Section 2.04(b) below); provided,
          however,
          that,
          in connection with any such breach that could not reasonably have been
          cured
          within such 90-day period, if the Seller shall have commenced to cure such
          breach within such 90-day period, the Seller shall be permitted to proceed
          thereafter diligently and expeditiously to cure the same within an additional
          90-day period. The Purchase Price for the repurchased Mortgage Loan shall
          be
          deposited in the related Distribution Account, and the Trustee, or its
          designee,
          upon receipt of written certification from the Securities Administrator
          of such
          deposit, shall release to the Seller, the related Trustee Mortgage File
          and
          shall execute and deliver such instruments of transfer or assignment, in
          each
          case without recourse, representation or warranties, as either party shall
          furnish to it and as shall be necessary to vest in such party any Mortgage
          Loan
          released pursuant hereto and the Trustee, or its designee, shall have no
          further
          responsibility with regard to such Trustee Mortgage File (it being understood
          that the Trustee shall have no responsibility for determining the sufficiency
          of
          such assignment for its intended purpose). In lieu of repurchasing any
          such
          Mortgage Loan as provided above, either party may cause such Mortgage Loan
          to be
          removed from the Trust Fund (in which case it shall become a Deleted Mortgage
          Loan) and substitute one or more Replacement Mortgage Loans in the manner
          and
          subject to the limitations set forth in Section 2.04(b) below. It is understood
          and agreed that the obligation of the Seller to cure or to repurchase (or
          to
          substitute for) any Mortgage Loan as to which a document is missing, a
          material
          defect in a constituent document exists or as to which such a breach has
          occurred and is continuing shall constitute the sole remedy against the
          such
          party respecting such omission, defect or breach available to the Trustee
          on
          behalf of the Certificateholders.

         


        
          
             

          

          
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        (b) Any
          substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made
          pursuant to Section 2.04(a) above must be effected prior to the last Business
          Day that is within two years after the Closing Date. As to any Deleted
          Mortgage
          Loan for which the Seller substitutes a Replacement Mortgage Loan or Loans,
          such
          substitution shall be effected by delivering to the Custodian, on behalf
          of the
          Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage
          Note,
          the related Mortgage, the related Assignment of Mortgage to the Trustee,
          and
          such other documents and agreements, with all necessary endorsements thereon,
          together with an Officers’ Certificate stating that each such Replacement
          Mortgage Loan satisfies the definition thereof and specifying the Substitution
          Amount (as described below), if any, in connection with such substitution.
          The
          Custodian shall acknowledge receipt for such Replacement Mortgage Loan
          and,
          within 45 days thereafter, shall review such Mortgage Documents as specified
          in
          the Custody Agreement and deliver to the Trustee and the Depositor, with
          respect
          to such Replacement Mortgage Loans, a certification substantially in the
          form of
          a revised Trust Receipt, with any exceptions noted thereon. Within one
          year of
          the date of substitution, the Custodian shall deliver to the Trustee and
          the
          Depositor a certification substantially in the form of a revised Final
          Trust
          Receipt, with respect to such Replacement Mortgage Loans, with any exceptions
          noted thereon. Monthly Payments due with respect to Replacement Mortgage
          Loans
          in the month of substitution shall not be included as part of the Trust
          Fund and
          shall be retained by the Seller. For the month of substitution, distributions
          to
          the Certificateholders shall reflect the collections and recoveries in
          respect
          of such Deleted Mortgage in the Due Period preceding the month of substitution
          and the Seller shall thereafter be entitled to retain all amounts subsequently
          received in respect of such Deleted Mortgage Loan. Upon such substitution,
          such
          Replacement Mortgage Loan shall constitute part of the Trust Fund and shall
          be
          subject in all respects to the terms of this Agreement and the Mortgage
          Loan
          Purchase and Sale Agreement, including all representations and warranties
          thereof included in the Mortgage Loan Purchase and Sale Agreement, in each
          case
          as of the date of substitution.

         


        
          
             

          

          
            51

            
              

            

          

          
             

          

        


        For
          any
          month in which the Seller substitutes one or more Replacement Mortgage
          Loans for
          one or more Deleted Mortgage Loans, the related Servicer shall determine
          the
          excess (each, a “Substitution Amount”), if any, by which the aggregate Purchase
          Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal
          Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage
          Loans,
          together with one month’s interest on such excess amount at the applicable Net
          Mortgage Rate. On the date of such substitution, the Seller, as applicable,
          shall deliver or cause to be delivered to the Servicer for deposit in the
          Collection Account an amount equal to the related Substitution Amount,
          if any,
          and the Custodian, on behalf of the Trustee, upon receipt of the related
          Replacement Mortgage Loan or Loans and certification by the Servicer of
          such
          deposit, shall release to the Seller the related Trustee Mortgage File
          or Files
          and shall execute and deliver such instruments of transfer or assignment,
          in
          each case without recourse, as the Seller shall deliver to it and as shall
          be
          necessary to vest therein any Deleted Mortgage Loan released pursuant
          hereto.

         

        In
          addition, the Seller shall obtain at its own expense and deliver to the
          Trustee
          and the Securities Administrator an Opinion of Counsel to the effect that
          such
          substitution (either specifically or as a class of transactions) shall
          not cause
          an Adverse REMIC Event. If such Opinion of Counsel can not be delivered,
          then
          such substitution may only be effected at such time as the required Opinion
          of
          Counsel can be given.

         

        (c) Upon
          discovery by the Seller, the Depositor or the Trustee that any Mortgage
          Loan
          does not constitute a “qualified mortgage” within the meaning of Section
          860G(a)(3) of the Code, the party discovering such fact shall within two
          Business Days give written notice thereof to the other parties. In connection
          therewith, the applicable party shall repurchase or, subject to the limitations
          set forth in Section 2.04(b), substitute one or more Replacement Mortgage
          Loans
          for the affected Mortgage Loan within 90 days of the earlier of discovery or
          receipt of such notice with respect to such affected Mortgage Loan. Any
          such
          repurchase or substitution shall be made in the same manner as set forth
          in
          Section 2.04(a) above. The Trustee shall re-convey to the Seller the Mortgage
          Loan to be released pursuant hereto in the same manner, and on the same
          terms
          and conditions, as it would a Mortgage Loan repurchased for breach of a
          representation or warranty.

         

        (d) The
          Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities
          Administrator, the Trustee, the Depositor and each Certificateholder harmless
          against any and all taxes, claims, losses, penalties, fines, forfeitures,
          reasonable legal fees and related costs, judgments, and any other costs,
          fees
          and expenses that the Trust Fund, the Trustee, the Master Servicer, the
          Securities Administrator, the Depositor and any Certificateholder may sustain
          in
          connection with any actions of such party relating to a repurchase of a
          Mortgage
          Loan other than in compliance with the terms of this Section 2.04 and the
          Mortgage Loan Purchase and Sale Agreement, to the extent that any such
          action
          causes an Adverse REMIC Event.

         


        
          
             

          

          
            52

            
              

            

          

          
             

          

        


        Section
          2.05  [Reserved.]

         

        Section
          2.06  Grant
          Clause.

         

        (a) It
          is
          intended that the conveyance of the Depositor’s right, title and interest in and
          to property constituting the Trust Fund pursuant to this Agreement shall
          constitute, and shall be construed as, a sale of such property and not
          a grant
          of a security interest to secure a loan. However, if such conveyance is
          deemed
          to be in respect of a loan, it is intended that: (1) the rights and obligations
          of the parties shall be established pursuant to the terms of this Agreement;
          (2)
          the Depositor hereby grants to the Trustee for the benefit of the Holders
          of the
          Certificates a first priority security interest in all of the Depositor’s right,
          title and interest in, to and under, whether now owned or hereafter acquired,
          the Trust Fund and all proceeds of any and all property constituting the
          Trust
          Fund to secure payment of the Certificates; and (3) this Agreement shall
          constitute a security agreement under applicable law. If such conveyance
          is
          deemed to be in respect of a loan and the trust created by this Agreement
          terminates prior to the satisfaction of the claims of any Person holding
          any
          Certificate, the security interest created hereby shall continue in full
          force
          and effect and the Trustee shall be deemed to be the collateral agent for
          the
          benefit of such Person, and all proceeds shall be distributed as herein
          provided.

         

        (b) The
          Depositor shall, to the extent consistent with this Agreement, take such
          reasonable actions as may be necessary to ensure that, if this Agreement
          were
          deemed to create a security interest in the Mortgage Loans and the other
          property described above, 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. The Depositor
          will, at
          its own expense, make all initial filings on or about the Closing Date
          and shall
          forward a copy of such filing or filings to the Trustee. Without limiting
          the
          generality of the foregoing, the Depositor shall prepare and forward for
          filing,
          or shall cause to be forwarded for filing, at the expense of the Depositor,
          all
          filings necessary to maintain the effectiveness of any original filings
          necessary under the relevant UCC to perfect the Trustee’s security interest in
          or lien on the Mortgage Loans, including without limitation (x) continuation
          statements, and (y) such other statements as may be occasioned by (1) any
          change
          of name of the Seller, the Depositor or the Trustee, (2) any change of
          location
          of the place of business or the chief executive office of the Seller or
          the
          Depositor, (3) any transfer of any interest of the Seller or the Depositor
          in
          any Mortgage Loan or (4) any change under the relevant UCC or other applicable
          laws. Neither of the Seller nor the Depositor shall organize under the
          law of
          any jurisdiction other than the State under which each is organized as
          of the
          Closing Date (whether changing its jurisdiction of organization or organizing
          under an additional jurisdiction) without giving 30 days prior written
          notice of
          such action to its immediate and intermediate transferee, including the
          Trustee.
          Before effecting such change, the Seller or the Depositor proposing to
          change
          its jurisdiction of organization shall prepare and file in the appropriate
          filing office any financing statements or other statements necessary to
          continue
          the perfection of the interests of its immediate and mediate transferees,
          including the Trustee, in the Mortgage Loans. In connection with the
          transactions contemplated by this Agreement, each of the Seller and the
          Depositor authorizes its immediate or mediate transferee to file in any
          filing
          office any initial financing statements, any amendments to financing statements,
          any continuation statements, or any other statements or filings described
          in
          this paragraph (b).

         


        
          
             

          

          
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        On
          or
          before March 1 of each calendar year, beginning in 2008, the Depositor
          shall
          furnish to the Trustee and the Securities Administrator an Opinion of Counsel
          either stating that, in the opinion of such counsel, such action has been
          taken
          with respect to any filings necessary to maintain the effectiveness of
          any
          original filings necessary under the relevant UCC to perfect the Trustee’s
          security interest in or lien on the Mortgage Loans, or stating that, in
          the
          opinion of such counsel, no such action is necessary to maintain such lien
          and
          security interest. Such Opinion of Counsel shall also describe the execution
          and
          filing of any financing statements and continuation statements that will,
          in the
          opinion of such counsel, be required to maintain such lien and security
          interest
          until March 1 in the following calendar year.

         

         

        ARTICLE
          III

         

        THE
          CERTIFICATES

         

        Section
          3.01  The
          Certificates.  

         

        (a) The
          Certificates shall be issuable in registered form only and shall be securities
          governed by Article 8 of the New York Uniform Commercial Code. The Certificates
          will be evidenced by one or more certificates, beneficial ownership of
          which
          will be held in the minimum denominations in Certificate Principal Amount
          or
          Notional Amount specified in the Preliminary Statement to this Agreement
          and in
          integral multiples of $1 in excess thereof, or in the Percentage Interests
          specified in the Preliminary Statement to this Agreement, as applicable.
          

         

        (b) The
          Certificates shall be executed by manual or facsimile signature on behalf
          of the
          Trustee by an authorized officer. Each Certificate shall, on original issue,
          be
          authenticated by the Authenticating Agent upon the order of the Depositor
          upon
          receipt by the Trustee or its Custodian of the Trustee Mortgage Files described
          in Section 2.01. 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 for
          herein,
          executed by an authorized officer of the Authenticating Agent, by manual
          signature, and such certification upon any Certificate 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. At any time and from time to time after the execution
          and delivery of this Agreement, the Depositor may deliver Certificates
          executed
          by the Trustee to the Authenticating Agent for authentication and the
          Authenticating Agent shall authenticate and deliver such Certificates as
          in this
          Agreement provided and not otherwise.

         

        (c) The
          Class
          1-B4, Class 1-B5, Class 1-B6, Class 1-LTR, Class 2-B4, Class 2-B5 and Class
          2-B6
          Certificates offered and sold in reliance on the exemption from registration
          under Rule 144A under the Securities Act shall be issued initially in
          definitive, fully registered form without interest coupons with the applicable
          legends set forth in Exhibit A added to the forms of such Certificates
          (each, a
“Restricted Global Security”).

         


        
          
             

          

          
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        Section
          3.02  Registration.  

         

        The
          Securities Administrator is hereby appointed, and the Securities Administrator
          hereby accepts its appointment as, initial Certificate Registrar in respect
          of
          the Certificates and shall maintain books for the registration and for
          the
          transfer of Certificates (the “Certificate Register”). The Trustee may appoint a
          bank or trust company to act as successor Certificate Registrar. A registration
          book shall be maintained for the Certificates collectively. The Certificate
          Registrar may resign or be discharged or removed and a new successor may
          be
          appointed in accordance with the procedures and requirements set forth
          in
          Sections 6.06 and 6.07 hereof with respect to the resignation, discharge
          or
          removal of the Securities Administrator and the appointment of a successor
          Securities Administrator. The Certificate Registrar may appoint, by a written
          instrument delivered to the Holders and the Master Servicer, any bank or
          trust
          company to act as co-registrar under such conditions as the Certificate
          Registrar may prescribe; provided,
          however,
          that the
          Certificate Registrar shall not be relieved of any of its duties or
          responsibilities hereunder by reason of such appointment.

         

        Section
          3.03  Transfer
          and Exchange of Certificates.  

         

        (a) A
          Certificate (other than Book-Entry Certificates which shall be subject
          to
          Section 3.09 hereof) may be transferred by the Holder thereof only upon
          presentation and surrender of such Certificate at the office of the Certificate
          Registrar duly endorsed or accompanied by an assignment duly executed by
          such
          Holder or his duly authorized attorney in such form as shall be satisfactory
          to
          the Certificate Registrar. Upon the transfer of any Certificate in accordance
          with the preceding sentence, the Trustee shall execute, and the Authenticating
          Agent shall authenticate and deliver to the transferee, one or more new
          Certificates of the same Class and evidencing, in the aggregate, the same
          aggregate Certificate Principal Amount (or Notional Amount) as the Certificate
          being transferred. No service charge shall be made to a Certificateholder
          for
          any registration of transfer of Certificates, but the Certificate Registrar
          may
          require payment of a sum sufficient to cover any tax or governmental charge
          that
          may be imposed in connection with any registration of transfer of
          Certificates.

         

        (b) A
          Certificate may be exchanged by the Holder thereof for any number of new
          Certificates of the same Class, in authorized denominations, representing
          in the
          aggregate the same Certificate Principal Amount (or Notional Amount) as
          the
          Certificate surrendered, upon surrender of the Certificate to be exchanged
          at
          the office of the Certificate Registrar duly endorsed or accompanied by
          a
          written instrument of transfer duly executed by such Holder or his duly
          authorized attorney in such form as is satisfactory to the Certificate
          Registrar. Certificates delivered upon any such exchange will evidence
          the same
          obligations, and will be entitled to the same rights and privileges, as
          the
          Certificates surrendered. No service charge shall be made to a Certificateholder
          for any exchange of Certificates, but the Certificate Registrar may require
          payment of a sum sufficient to cover any tax or governmental charge that
          may be
          imposed in connection with any exchange of Certificates. Whenever any
          Certificates are so surrendered for exchange, the Trustee shall execute,
          and the
          Authenticating Agent shall authenticate, date and deliver the Certificates
          which
          the Certificateholder making the exchange is entitled to receive.

         


        
          
             

          

          
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        (c) By
          acceptance of a Restricted Certificate, whether upon original issuance
          or
          subsequent transfer, each Holder of such a Certificate acknowledges the
          restrictions on the transfer of such Certificate set forth thereon and
          agrees
          that it will transfer such a Certificate only as provided herein. 

         

        The
          following restrictions shall apply with respect to the transfer and registration
          of transfer of a Restricted Certificate to a transferee that takes delivery
          in
          the form of a Definitive Certificate:

         

        (i)
           The
          Certificate Registrar shall register the transfer of a Restricted Certificate
          if
          the requested transfer is (x) to the Depositor or an affiliate (as defined
          in
          Rule 405 under the Securities Act) of the Depositor or (y) being made to
          a
“qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the
          Securities Act by a transferor that has provided the Certificate Registrar
          with
          a certificate in the form of Exhibit H hereto; and

         

        (ii)
           The
          Certificate Registrar shall register the transfer of a Restricted Certificate
          if
          the requested transfer is being made to an “accredited investor” under
          Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person
          all of the equity owners in which are such accredited investors, by a transferor
          who furnishes to the Certificate Registrar a letter of the transferee
          substantially in the form of Exhibit I hereto.

         

        (d) The
          Certificate Registrar shall not register the transfer of any Class 1-LTR
          Certificate to RWT Holdings, Inc., Sequoia Residential Funding, Inc., Redwood
          Mortgage Funding, Inc., Redwood Trust, Inc. (each a “Restricted Holder”) or any
          successor in interest thereto.

         

        (e) No
          transfer of an ERISA-Restricted Certificate in the form of a Definitive
          Certificate shall be made to any Person or shall be effective unless the
          Certificate Registrar, on behalf of the Trustee, has received (A) a certificate
          substantially in the form of Exhibit J hereto (or Exhibit B, in the case
          of a
          Residual Certificate) from such transferee or (B) an Opinion of Counsel
          satisfactory to the Certificate Registrar to the effect that the purchase
          and
          holding of such a Certificate will not constitute or result in prohibited
          transactions under Title I of ERISA or Section 4975 of the Code and will
          not
          subject the Certificate Registrar, the Trustee, the Master Servicer, the
          Depositor or the Securities Administrator to any obligation in addition
          to those
          undertaken in this Agreement; provided,
          however,
          that the
          Certificate Registrar will not require such certificate or opinion in the
          event
          that, as a result of a change of law or otherwise, counsel satisfactory
          to the
          Certificate Registrar has rendered an opinion to the effect that the purchase
          and holding of an ERISA-Restricted Certificate by a Plan or a Person that
          is
          purchasing or holding such a Certificate with the assets of a Plan will
          not
          constitute or result in a prohibited transaction under Title I of ERISA
          or
          Section 4975 of the Code. Each Transferee of an ERISA-Restricted Certificate
          that is a Book-Entry Certificate shall be deemed to have made the
          representations set forth in Exhibit J. The preparation and delivery of
          the
          certificate and opinions referred to above shall not be an expense of the
          Trust
          Fund, the Certificate Registrar, the Trustee, the Master Servicer, the
          Depositor
          or the Securities Administrator.

         


        
          
             

          

          
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        Notwithstanding
          the foregoing, no opinion or certificate shall be required for the initial
          issuance of the ERISA-Restricted Certificates. The Certificate Registrar
          shall
          have no obligation to monitor transfers of Book-Entry Certificates that
          are
          ERISA-Restricted Certificates and shall have no liability for transfers
          of such
          Certificates in violation of the transfer restrictions. The Certificate
          Registrar shall be under no liability to any Person for any registration
          of
          transfer of any ERISA-Restricted Certificate that is in fact not permitted
          by
          this Section 3.03(e) and none of the Securities Administrator, the Trustee
          or
          the Paying Agent shall have any liability for making any payments due on
          such
          Certificate to the Holder thereof or taking any other action with respect to
          such Holder under the provisions of this Agreement so long as the transfer
          was
          registered by the Certificate Registrar in accordance with the foregoing
          requirements. The Securities Administrator, on behalf of the Trustee, shall
          be
          entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
          Certificate that was in fact a Plan or a Person acting on behalf of a Plan
          any
          payments made on such ERISA-Restricted Certificate at and after either
          such
          time. Any such payments so recovered by the Securities Administrator, on
          behalf
          of the Trustee, shall be paid and delivered by the Securities Administrator,
          on
          behalf of the Trustee, to the last preceding Holder of such Certificate
          that is
          not such a Plan or Person acting on behalf of a Plan. 

         

        (f) As
          a
          condition of the registration of transfer or exchange of any Certificate,
          the
          Certificate Registrar may require the certified taxpayer identification
          number
          of the owner of the Certificate and the payment of a sum sufficient to
          cover any
          tax or other governmental charge imposed in connection therewith; provided,
          however,
          that the
          Certificate Registrar shall have no obligation to require such payment
          or to
          determine whether or not any such tax or charge may be applicable. No service
          charge shall be made to the Certificateholder for any registration, transfer
          or
          exchange of a Certificate.

         

        (g) Notwithstanding
          anything to the contrary contained herein, no Residual Certificate may
          be owned,
          pledged or transferred, directly or indirectly, by or to (i) a Disqualified
          Organization or (ii) an individual, corporation or partnership or other
          person
          unless such person is (A) not a Non-U.S. Person or (B) is
          a Non-U.S. Person that holds a Residual Certificate in connection with
          the
          conduct of a trade or business within the United States and has furnished
          the
          transferor and the Certificate Registrar with an effective Internal Revenue
          Service Form W-8ECI
          or successor form at the time and in the manner required by the Code (any
          such
          person who is not covered by clause (A) or (B) above is referred to herein
          as a
“Non-permitted Foreign Holder”).

         

        Prior
          to
          and as a condition of the registration of any transfer, sale or other
          disposition of a Residual Certificate, the proposed transferee shall deliver
          to
          the Certificate Registrar, on behalf of the Trustee, an affidavit in
          substantially the form attached hereto as Exhibit B representing and warranting,
          among other things, that such transferee is neither a Disqualified Organization,
          an agent or nominee acting on behalf of a Disqualified Organization, nor
          a
          Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”),
          and the proposed transferor shall deliver to the Certificate Registrar
          an
          affidavit in substantially the form attached hereto as Exhibit C. In addition,
          the Certificate Registrar may (but shall have no obligation to) require,
          prior
          to and as a condition of any such transfer, the delivery by the proposed
          transferee of an Opinion of Counsel, addressed to the Certificate Registrar,
          that such proposed transferee or, if the proposed transferee is an agent
          or
          nominee, the proposed beneficial owner, is not a Disqualified Organization,
          agent or nominee thereof, or a Non-permitted Foreign Holder. Notwithstanding
          the
          registration in the Certificate Register of any transfer, sale, or other
          disposition of a Residual Certificate to a Disqualified Organization, an
          agent
          or nominee thereof, or Non-permitted Foreign Holder, such registration
          shall be
          deemed to be of no legal force or effect whatsoever and such Disqualified
          Organization, agent or nominee thereof, or Non-permitted Foreign Holder
          shall
          not be deemed to be a Certificateholder for any purpose hereunder, including,
          but not limited to, the receipt of distributions on such Residual Certificate.
          The Depositor, the Certificate Registrar and the Trustee shall be under
          no
          liability to any Person for any registration or transfer of a Residual
          Certificate to a Disqualified Organization, agent or nominee thereof or
          Non-permitted Foreign Holder or for the Paying Agent making any payments
          due on
          such Residual Certificate to the Holder thereof or for taking any other
          action
          with respect to such Holder under the provisions of this Agreement, so
          long as
          the transfer was effected in accordance with this Section 3.03(g), unless
          the
          Certificate Registrar shall have actual knowledge at the time of such transfer
          or the time of such payment or other action that the transferee is a
          Disqualified Organization, or an agent or nominee thereof, or Non-permitted
          Foreign Holder. The Certificate Registrar shall be entitled to recover
          from any
          Holder of a Residual Certificate that was a Disqualified Organization,
          agent or
          nominee thereof, or Non-permitted Foreign Holder at the time it became
          a Holder
          or any subsequent time it became a Disqualified Organization, agent or
          nominee
          thereof, or Non-permitted Foreign Holder, all payments made on such Residual
          Certificate at and after either such times (and all costs and expenses,
          including but not limited to attorneys’ fees, incurred in connection therewith).
          Any payment (not including any such costs and expenses) so recovered by
          the
          Certificate Registrar shall be paid and delivered to the last preceding
          Holder
          of such Residual Certificate.

         


        
          
             

          

          
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        If
          any
          purported transferee shall become a registered Holder of a Residual Certificate
          in violation of the provisions of this Section 3.03(g), then upon receipt
          of
          written notice to the Certificate Registrar that the registration of transfer
          of
          such Residual Certificate was not in fact permitted by this Section 3.03(g),
          the
          last preceding Permitted Transferee shall be restored to all rights as
          Holder
          thereof retroactive to the date of such registration of transfer of such
          Residual Certificate. The Depositor, the Certificate Registrar, the Securities
          Administrator and the Trustee 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 3.03(g), or for the Paying Agent making any payment due
          on such
          Certificate to the registered Holder thereof or for taking any other action
          with
          respect to such Holder under the provisions of this Agreement so long as
          the
          transfer was registered upon receipt of the affidavit described in the
          preceding
          paragraph of this Section 3.03(g).

         

        (h) Each
          Holder or Certificate Owner of a Restricted Certificate,
          ERISA-Restricted Certificate
          or
          Residual Certificate, or an interest therein, by such Holder’s or Owner’s
          acceptance thereof, shall be deemed for all purposes to have consented
          to the
          provisions of this section.

         


        
          
             

          

          
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        Section
          3.04  Cancellation
          of Certificates.  

         

        Any
          Certificate surrendered for registration of transfer or exchange shall
          be
          cancelled and retained in accordance with normal retention policies with
          respect
          to cancelled certificates maintained by the Trustee or the Certificate
          Registrar.

         

        Section
          3.05  Replacement
          of Certificates.  

         

        If
          (i)
          any Certificate is mutilated and is surrendered to the Certificate Registrar
          or
          (ii) the Certificate Registrar receives evidence to its satisfaction of
          the
          destruction, loss or theft of any Certificate, and there is delivered to
          the
          Certificate Registrar such security or indemnity as may be required by
          them to
          save each of them harmless, then, in the absence of notice to the Depositor,
          the
          Trustee or the Certificate Registrar that such destroyed, lost or stolen
          Certificate has been acquired by a protected purchaser, the Trustee shall
          execute and the Authenticating Agent shall authenticate and deliver, in
          exchange
          for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
          a
          new Certificate of like tenor and Certificate Principal Amount. Upon the
          issuance of any new Certificate under this Section 3.05, the Trustee, the
          Depositor, the Certificate Registrar or 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 Trustee, the Depositor, the Certificate Registrar
          or
          the Securities Administrator) connected therewith. Any replacement Certificate
          issued pursuant to this Section 3.05 shall constitute complete and indefeasible
          evidence of ownership in the applicable Trust Fund, as if originally issued,
          whether or not the lost, stolen or destroyed Certificate shall be found
          at any
          time.

         

        If
          after
          the delivery of such new Certificate, a protected purchaser of the original
          Certificate in lieu of which such new Certificate was issued presents for
          payment such original Certificate, the Depositor, the Securities Administrator,
          the Certificate Registrar and the Trustee or any agent shall be entitled
          to
          recover such new Certificate from the Person to whom it was delivered or
          any
          Person taking therefrom, except a protected purchaser, and shall be entitled
          to
          recover upon the security or indemnity provided therefor to the extent
          of any
          loss, damage, cost or expenses incurred by the Depositor, the Certificate
          Registrar, the Securities Administrator, the Trustee or any agent in connection
          therewith. 

         

        Section
          3.06  Persons
          Deemed Owners.  

         

        Subject
          to the provisions of Section 3.09 with respect to Book-Entry Certificates,
          the
          Depositor, the Securities Administrator, the Master Servicer, the Trustee,
          the
          Certificate Registrar, the Paying Agent and any agent of any of them shall
          treat
          the Person in whose name any Certificate is registered upon the books of
          the
          Certificate Registrar as the owner of such Certificate for the purpose
          of
          receiving distributions pursuant to Sections 5.01 and 5.02 and for all
          other
          purposes whatsoever, and none of the Depositor, the Master Servicer, the
          Securities Administrator, the Trustee, the Certificate Registrar, the Paying
          Agent or any agent of any of them shall be affected by notice to the
          contrary.

         


        
          
             

          

          
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        Section
          3.07  Temporary
          Certificates.  

         

        (a) Pending
          the preparation of definitive Certificates, upon the order of the Depositor,
          the
          Trustee shall execute and the Authenticating Agent shall authenticate and
          deliver temporary Certificates that are printed, lithographed, typewritten,
          mimeographed or otherwise produced, in any authorized denomination,
          substantially of the tenor of the definitive Certificates in lieu of which
          they
          are issued and with such variations as the authorized officers executing
          such
          Certificates may determine, as evidenced by their execution of such
          Certificates.

         

        (b) If
          temporary Certificates are issued, the Depositor will cause definitive
          Certificates to be prepared without unreasonable delay. After the preparation
          of
          definitive Certificates, the temporary Certificates shall be exchangeable
          for
          definitive Certificates upon surrender of the temporary Certificates at
          the
          office or agency of the Certificate Registrar without charge to the Holder.
          Upon
          surrender for cancellation of any one or more temporary Certificates, the
          Trustee shall execute and the Authenticating Agent shall authenticate and
          deliver in exchange therefor a like aggregate Certificate Principal Amount
          of
          definitive Certificates of the same Class in the authorized denominations.
          Until
          so exchanged, the temporary Certificates shall in all respects be entitled
          to
          the same benefits under this Agreement as definitive Certificates of the
          same
          Class.

         

        Section
          3.08  Appointment
          of Paying Agent.  

         

        The
          Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
          of
          making distributions to the Certificateholders hereunder. The Trustee hereby
          appoints the Securities Administrator as the initial Paying Agent. The
          Trustee
          shall cause any Paying Agent, other than the Securities Administrator,
          to
          execute and deliver to the Trustee an instrument in which such Paying Agent
          shall agree with the Trustee and the Securities Administrator that such
          Paying
          Agent will hold all sums held by it for the payment to the Certificateholders
          in
          an Eligible Account (which shall be the Distribution Account) in trust
          for the
          benefit of the Certificateholders entitled thereto until such sums shall
          be paid
          to the Certificateholders. All funds remitted by the Securities Administrator
          to
          any such Paying Agent for the purpose of making distributions shall be
          paid to
          the Certificateholders on each Distribution Date and any amounts not so
          paid
          shall be returned on such Distribution Date to the Securities Administrator.
          If
          the Paying Agent is not the Securities Administrator, the Securities
          Administrator shall cause to be remitted to the Paying Agent on or before
          the
          Business Day prior to each Distribution Date, by wire transfer in immediately
          available funds, the funds to be distributed on such Distribution Date.
          Any
          Paying Agent shall be either a bank or trust company or otherwise authorized
          under law to exercise corporate trust powers.

         

        Section
          3.09  Book-Entry
          Certificates.  

         

        (a) Each
          Class of Book-Entry Certificates, upon original issuance, shall be issued
          in the
          form of one or more typewritten Certificates representing the Book-Entry
          Certificates. The Book-Entry Certificates shall initially be registered
          on the
          Certificate Register in the name of the nominee of the Clearing Agency,
          and no
          Certificate Owner will receive a definitive certificate representing such
          Certificate Owner’s interest in the Book-Entry Certificates, except as provided
          in Section 3.09(c). Unless Definitive Certificates have been issued to
          Certificate Owners of Book-Entry Certificates pursuant to Section
          3.09(c):

         


        
          
             

          

          
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        (i)
           the
          provisions of this Section 3.09 shall be in full force and effect;

         

        (ii)
           the
          Certificate Registrar, the Securities Administrator, the Paying Agent and
          the
          Trustee shall deal with the Clearing Agency for all purposes (including
          the
          making of distributions on the Book-Entry Certificates) as the authorized
          representatives of the Certificate Owners and the Clearing Agency and shall
          be
          responsible for crediting the amount of such distributions to the accounts
          of
          such Persons entitled thereto, in accordance with the Clearing Agency’s normal
          procedures;

         

        (iii)
           to
          the
          extent that the provisions of this Section 3.09 conflict with any other
          provisions of this Agreement, the provisions of this Section 3.09 shall
          control;
          and

         

        (iv)
           the
          rights of Certificate Owners shall be exercised only through the Clearing
          Agency
          and the Clearing Agency Participants and shall be limited to those established
          by law and agreements between such Certificate Owners and the Clearing
          Agency
          and/or the Clearing Agency Participants. Unless and until Definitive
          Certificates are issued pursuant to Section 3.09(c), the initial Clearing
          Agency
          will make book-entry transfers among the Clearing Agency Participants and
          receive and transmit distributions of principal of and interest on the
          Book-Entry Certificates to such Clearing Agency Participants.

         

        (b) Whenever
          notice or other communication to the Certificateholders is required under
          this
          Agreement, unless and until Definitive Certificates shall have been issued
          to
          Certificate Owners pursuant to Section 3.09(c), the Securities Administrator
          shall give all such notices and communications specified herein to be given
          to
          Holders of the Book-Entry Certificates to the Clearing Agency.

         

        (c) If
          (i)
          (A) the Clearing Agency or the Depositor advises the Paying Agent in writing
          that the Clearing Agency is no longer willing or able to discharge properly
          its
          responsibilities with respect to the Book-Entry Certificates, and (B) the
          Depositor is unable to locate a qualified successor satisfactory to the
          Depositor and the Paying Agent or (ii) after the occurrence of an Event
          of
          Default, Certificate Owners representing beneficial interests aggregating
          not
          less than 50% of the Class Principal Amount of a Class of Book-Entry
          Certificates advise the Paying Agent and the Clearing Agency through the
          Clearing Agency Participants in writing that the continuation of a book-entry
          system through the Clearing Agency is no longer in the best interests of
          the
          Certificate Owners of a Class of Book-Entry Certificates (each such event,
          a
“Book-Entry Termination”), the Certificate Registrar shall notify the Clearing
          Agency to effect notification to all Certificate Owners, through the Clearing
          Agency, of the occurrence of any such event and of the availability of
          Definitive Certificates to Certificate Owners requesting the same. Upon
          surrender to the Certificate Registrar of the Book-Entry Certificates by
          the
          Clearing Agency, accompanied by registration instructions from the Clearing
          Agency for registration, the Certificate Registrar shall issue the Definitive
          Certificates. None of the Depositor, the Certificate Registrar, the Securities
          Administrator or the Trustee shall be liable for any delay in delivery
          of such
          instructions and may conclusively rely on, and shall be protected in relying
          on,
          such instructions. Upon the issuance of Definitive Certificates all references
          herein to obligations imposed upon or to be performed by the Clearing Agency
          shall be deemed to be imposed upon and performed by the Certificate Registrar,
          to the extent applicable, with respect to such Definitive Certificates
          and the
          Certificate Registrar shall recognize the holders of the Definitive Certificates
          as Certificateholders hereunder. Notwithstanding the foregoing, the Certificate
          Registrar, upon the instruction of the Depositor, shall have the right
          to issue
          Definitive Certificates on the Closing Date in connection with credit
          enhancement programs.

        

          
            
               

            

            
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        ARTICLE
          IV

         

        ADMINISTRATION
          OF THE TRUST FUND

         

        Section
          4.01  Collection
          Accounts; Distribution Account.  

         

        (a) On
          or
          prior to the Closing Date, the Master Servicer shall have caused the Servicers
          to establish and maintain one or more Collection Accounts, as provided
          in the
          related Servicing Agreements, into which all Scheduled Payments and unscheduled
          payments with respect to the Mortgage Loans, net of any deductions or
          reimbursements permitted under the related Servicing Agreement, shall be
          deposited. On each Distribution Account Deposit Date, the Servicers shall
          remit
          to the Securities Administrator for deposit into the Distribution Account,
          all
          amounts so required to be deposited into such account in accordance with
          the
          terms of the related Servicing Agreement.

         

        (b) The
          Securities Administrator, as Paying Agent for the Trustee, shall establish
          and
          maintain an Eligible Account entitled “Distribution Account of HSBC Bank, USA,
          National Association, as Trustee for the benefit of Sequoia Mortgage Trust
          2007-3 Holders of Mortgage Pass-Through Certificates.” The Securities
          Administrator shall, promptly upon receipt from the Servicers on each
          Distribution Account Deposit Date, deposit into the Distribution Account
          and
          retain on deposit until the related Distribution Date the following
          amounts:

         

        (i)
           the
          aggregate of collections with respect to the Mortgage Loans remitted by
          the
          Servicers from the related Collection Accounts in accordance with the Servicing
          Agreements;

         

        (ii)
           any
          amounts required to be deposited by the Master Servicer with respect to
          the
          Mortgage Loans for the related Due Period pursuant to this Agreement, including
          the amount of any Advances or Compensation Interest Payments with respect
          to the
          Mortgage Loans not paid by the Servicers; and

         

        (iii)
           any
          other
          amounts so required to be deposited in the Distribution Account in the
          related
          Due Period pursuant to this Agreement.

         

        (c) In
          the
          event the Master Servicer or a Servicer has remitted in error to the
          Distribution Account any amount not required to be remitted in accordance
          with
          the definition of Available Distribution Amount, it may at any time direct
          the
          Securities Administrator to withdraw such amount from the Distribution
          Account
          for repayment to the Master Servicer or Servicer, as applicable, by delivery
          of
          an Officer’s Certificate to the Securities Administrator which describes the
          amount deposited in error. 

         


        
          
             

          

          
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        (d) On
          each
          Distribution Date and final Distribution Date of the Certificates in accordance
          with Section 7.01, the Securities Administrator, as Paying Agent, shall
          distribute the Available Distribution Amount to the Certificateholders
          and any
          other parties entitled thereto in the amounts and priorities set forth
          in
          Section 5.02. The Securities Administrator may from time to time withdraw
          from
          the Distribution Account and pay the Master Servicer, the Trustee, the
          Securities Administrator or any Servicer any amounts permitted to be paid
          or
          reimbursed to such Person from funds in the Distribution Account pursuant
          to the
          clauses (A) through (D) of the definition of Available Distribution
          Amount.

         

        (e) Funds
          in
          the Distribution Account may be invested in Permitted Investments selected
          by
          and at the written direction of the Securities Administrator, which shall
          mature
          not later than one Business Day prior to the Distribution Date (except
          that if
          such Permitted Investment is an obligation of the Securities Administrator,
          then
          such Permitted Investment shall mature not later than such applicable
          Distribution Date) and any such Permitted Investment shall not be sold
          or
          disposed of prior to its maturity. All such Permitted Investments shall
          be made
          in the name of the Trustee (in its capacity as such) or its nominee. All
          income
          and gain realized from any Permitted Investment shall be for the benefit
          of the
          Securities Administrator, as additional compensation for its duties
          hereunder, and
          shall
          be subject to its withdrawal or order from time to time, and shall not
          be part
          of the Trust Fund. The amount of any losses incurred in respect of any
          such
          investments shall be deposited in such Distribution Account by the Securities
          Administrator out of its own funds, without any right of reimbursement
          therefor,
          immediately as realized. 

         

        Section
          4.02  [Reserved].

         

        Section
          4.03  [Reserved].

         

        Section
          4.04  Reports
          to Trustee and Certificateholders.  

         

        On
          each
          Distribution Date, the Securities Administrator shall have prepared and
          shall
          make available to the Trustee and each Certificateholder a written report
          setting forth the following information (on the basis of Mortgage Loan
          level
          information obtained from the Master Servicer and the Servicers) (the
“Distribution Date Statement”):

         

        (a) the
          amount of the distributions, separately identified, with respect to each
          Class
          of Certificates; 

         

        (b) the
          amount of the distributions set forth in the clause (a) allocable to principal,
          separately identifying the aggregate amount of any Principal Prepayments
          or
          other unscheduled recoveries of principal included in that amount; 

         

        (c) the
          amount of the distributions set forth in the clause (a) allocable to interest
          and how it was calculated;

         


        
          
             

          

          
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        (d) the
          amount of any unpaid Interest Shortfall, Net WAC Shortfall or unpaid Net
          WAC
          Shortfall (if applicable) and the related accrued interest thereon, with
          respect
          to each Class of Certificates;

         

        (e) the
          Class
          Principal Amount of each Class of Certificates after giving effect to the
          distribution of principal on that Distribution Date;

         

        (f) the
          Aggregate Stated Principal Balance of each Mortgage Pool (separately and
          in the
          aggregate), the Mortgage Rates (in incremental ranges), the Pool 1 Net
          WAC, the
          Pool 2A Net WAC, the Pool 2B Net WAC, the Pool 2C Net WAC and the Group
          2
          Subordinate Net WAC, the weighted average life and the weighted average
          remaining term of the Mortgage Loans, at the beginning and at the end of
          the
          related Prepayment Period;

         

        (g) the
          Stated Principal Balance of the Mortgage Loans with Mortgage Rates that
          adjust
          based on the one-month LIBOR index, six-month LIBOR index, one-year CMT
          index,
          one-year LIBOR index and the prime rate at the end of the related Prepayment
          Period;

         

        (h) the
          Senior Percentage and the Subordinate Percentage for each Mortgage Pool,
          for the
          following Distribution Date;

         

        (i) the
          Senior Prepayment Percentage and the Subordinate Prepayment Percentage
          for each
          Mortgage Pool for the following Distribution Date;

         

        (j) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, the amount of the Master Servicing
          Fee
          and the Servicing Fee paid to or retained by the Master Servicer and by
          each
          Servicer, respectively, and the amount of any fees paid to the Securities
          Administrator and the Custodian; 

         

        (k) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, the amount of Monthly Advances
          for the
          related Due Period;

         

        (l) the
          number and Stated Principal Balance of the Mortgage Loans that were (A)
          Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days,
          (2)
          60 to 89 days and (3) 90 or more days, (B) in foreclosure and Delinquent
          (1) 30
          to 59 days, (2) 60 to 89 days and (3) 90 or more days and (C) in bankruptcy
          as
          of the close of business on the last day of the calendar month preceding
          that
          Distribution Date;

         

        (m) the
          amount of cash flow received for such Distribution Date, and the sources
          thereof;

         

        (n) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, for any Mortgage Loan as to which
          the
          related Mortgaged Property was an REO Property during the preceding calendar
          month, the principal balance of such Mortgage Loan as of the close of business
          on the last day of the related Due Period;

         


        
          
             

          

          
            64

            
              

            

          

          
             

          

        


        (o) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, the aggregate number and principal
          balance of any REO Properties as of the close of business on the last day
          of the
          preceding Due Period;

         

        (p) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, the amount of Realized Losses
          incurred
          during the preceding calendar month; 

         

        (q) with
          respect to each Mortgage Pool, in the aggregate and in the aggregate with
          respect to Pool 2A, Pool 2B and Pool 2C, the cumulative amount of Realized
          Losses incurred since the Closing Date;

         

        (r) the
          Realized Losses, if any, allocated to each Class of Certificates on that
          Distribution Date; 

         

        (s) the
          Certificate Interest Rate for each Class of Certificates for that Distribution
          Date; 

         

        (t) the
          amount of any Principal Transfer Amounts or Interest Transfer Amounts paid
          to an
          Undercollateralized Group;

         

        (u) the
          applicable Record Date, Accrual Period and calculation date for each Class
          of
          Certificates and such Distribution Date; and

         

        (v) the
          amount on deposit in the Distribution Account as of such Distribution Date
          (after giving effect to distributions on such date) and as of the prior
          Distribution Date.

         

        On
          each
          Distribution Date, the Securities Administrator shall provide Bloomberg
          Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of
          Offered Certificates as of such Distribution Date, using a format and media
          mutually acceptable to the Securities Administrator and Bloomberg. 

         

        In
          addition to the information listed above, such Distribution Date Statement
          shall
          also include such other information as is required by Form 10-D, including,
          but
          not limited to, the information required by Item 1121 (§229.1121) of Regulation
          AB.

         

        The
          Securities Administrator shall make such reports available each month via
          the
          Master Servicer’s website at http://www.ctslink.com. Assistance in using the
          website may be obtained by calling the Master Servicer’s customer service desk
          at (301) 815-6600. Certificateholders and other parties that are unable
          to use
          the website are entitled to have a paper copy mailed to them via first
          class
          mail by contacting the Securities Administrator and indicating such. In
          preparing or furnishing the foregoing information to the Trustee, the Securities
          Administrator shall be entitled to rely conclusively on the accuracy of
          the
          information or data regarding the Mortgage Loans and the related REO Properties
          that has been provided to the Securities Administrator by the Master Servicer
          and the Servicers, and the Securities Administrator shall not be obligated
          to
          verify, recompute, reconcile or recalculate any such information or
          data.

         

        Upon
          request, within a reasonable period of time after the end of each calendar
          year,
          the Securities Administrator shall cause to be furnished to each Person
          who at
          any time during the calendar year was a Certificateholder, a statement
          containing the information listed above aggregated for such calendar year
          or
          applicable portion thereof during which such Person was a Certificateholder.
          Such obligation of the Securities Administrator shall be deemed to have
          been
          satisfied to the extent that substantially comparable information shall
          be
          provided by the Securities Administrator pursuant to any requirements of
          the
          Code as from time to time in effect.

         


        
          
             

          

          
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        Upon
          the
          reasonable advance written request of any Certificateholder that is a savings
          and loan, bank or insurance company, which request, if received by the
          Trustee
          or the Certificate Registrar, shall be promptly forwarded to the Securities
          Administrator, the Securities Administrator shall provide, or cause to
          be
          provided (or, to the extent that such information or documentation is not
          required to be provided by a Servicer under the applicable Servicing Agreement,
          shall use reasonable efforts to obtain such information and documentation
          from
          such Servicer, and provide) to such Certificateholders such reports and
          access
          to information and documentation regarding the Mortgage Loans as such
          Certificateholders may reasonably deem necessary to comply with applicable
          regulations of the Office of Thrift Supervision or its successor or other
          regulatory authorities with respect to an investment in the Certificates;
          provided,
          however,
          that
          the Securities Administrator shall be entitled to be reimbursed by such
          Certificateholders for the Securities Administrator’s actual expenses incurred
          in providing such reports and access.

         

         

        ARTICLE
          V

         

        DISTRIBUTIONS
          TO HOLDERS OF CERTIFICATES

         

        Section
          5.01  Distributions
          Generally.  

         

        (a) Subject
          to Section 7.01 respecting the final distribution on the Certificates,
          on each
          Distribution Date the Paying Agent on behalf of the Trustee shall make
          distributions in accordance with this Article V. Such distributions shall
          be
          made by check mailed to each Certificateholder’s address as it appears on the
          Certificate Register of the Certificate Registrar or, upon written request
          made
          to the Securities Administrator at least five Business Days prior to the
          related
          Record Date by any Certificateholder owning an aggregate initial Certificate
          Principal Amount of at least $1,000,000, or in the case of any Class of
          Interest-Only Certificates or Residual Certificate, a Percentage Interest
          of not
          less than 100%, by wire transfer in immediately available funds to an account
          specified in the request and at the expense of such Certificateholder;
          provided,
          however,
          that the
          final distribution in respect of any Certificate shall be made only upon
          presentation and surrender of such Certificate at the Certificate Registrar’s
          Corporate Trust Office; provided,
          further,
          that
          the foregoing provisions shall not apply to any Class of Certificates as
          long as
          such Certificate remains a Book-Entry Certificate in which case all payments
          made shall be made through the Clearing Agency and its Clearing Agency
          Participants. Wire transfers will be made at the expense of the Holder
          requesting such wire transfer by deducting a wire transfer fee from the
          related
          distribution. Notwithstanding such final payment of principal of any of
          the
          Certificates, each Residual Certificate will remain outstanding until the
          termination of each REMIC and the payment in full of all other amounts
          due with
          respect to the Residual Certificates and at such time such final payment
          in
          retirement of any Residual Certificate will be made only upon presentation
          and
          surrender of such Certificate at the Certificate Registrar’s Corporate Trust
          Office. If any payment required to be made on the Certificates is to be
          made on
          a day that is not a Business Day, then such payment will be made on the
          next
          succeeding Business Day.

         


        
          
             

          

          
            66

            
              

            

          

          
             

          

        


        (b) All
          distributions or allocations made with respect to the Certificateholders
          within
          each Class on each Distribution Date shall be allocated among the outstanding
          Certificates in such Class equally in proportion to their respective initial
          Class Principal Amounts or initial Class Notional Amounts (or Percentage
          Interests). 

         

        Section
          5.02  Distributions
          from the Distribution Account. 

         

        On
          each
          Distribution Date the Securities Administrator shall withdraw (i) the Available
          Distribution Amount for Pool 1 and allocate such amount to the Group 1
          Certificates, (ii) the Available Distribution Amount for Pool 2A and allocate
          such amount to the Group 2A Senior Certificates and the Group 2 Subordinate
          Certificates, (iii) the Available Distribution Amount for Pool 2B and allocate
          such amount to the Group 2B Senior Certificates and the Group 2 Subordinate
          Certificates and (iv) the Available Distribution Amount for Pool 2C and
          allocate
          such amount to the Group 2C Senior Certificates and the Group 2 Subordinate
          Certificates, in each case, as set forth below: 

         

        (a) On
          each
          Distribution Date, the Securities Administrator shall distribute the Available
          Distribution Amount for Pool 1 for such date in the following order of
          priority:

         

        (i)
           Concurrently,
          from the Available Distribution Amount for Pool 1, to the payment of the
          Interest Distribution Amount and any accrued but unpaid Interest Shortfalls
          on
          each Class of the Group 1 Senior Certificates; provided,
          however,
          that on
          each Distribution Date, the amount of interest that would otherwise be
          distributable (A) to the Class 1-XA Certificates, will be deposited in
          the
          Reserve Fund and credited to the Class 1-XA Sub Account of the Reserve
          Fund, to
          the extent of the Class 1-XA Required Reserve Fund Deposit for such Distribution
          Date and (B) to the Class 1-XB Certificates, will be deposited in the Reserve
          Fund and credited to the Class 1-XB Sub Account of the Reserve Fund, to
          the
          extent of the Class 1-XB Required Reserve Fund Deposit for such Distribution
          Date;

         

        (ii)
           to
          the
          Group 1 Senior Certificates, an amount up to the Senior Principal Distribution
          Amount for Pool 1, sequentially in the following order of priority:

         

        (A) to
          the
          Class 1-AR Certificate until its Class Principal Amount has been reduced
          to
          zero; and 

         

        (B) pro
          rata, to
          the
          Class 1-A1 and Class 1-A2 Certificates until their respective Class Principal
          Amounts have been reduced to zero;

         

        (iii)
           to
          the
          Group 1 Subordinate Certificates, sequentially in the following order of
          priority:

         


        
          
             

          

          
            67

            
              

            

          

          
             

          

        


        (A) to
          the
          Class 1-B1 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (B) to
          the
          Class 1-B1 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero;

         

        (C) to
          the
          Class 1-B2 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (D) to
          the
          Class 1-B2 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero; 

         

        (E) to
          the
          Class 1-B3 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (F) to
          the
          Class 1-B3 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero; 

         

        (G) to
          the
          Class 1-B4 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (H) to
          the
          Class 1-B4 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero; 

         

        (I) to
          the
          Class 1-B5 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (J) to
          the
          Class 1-B5 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero; 

         

        (K) to
          the
          Class 1-B6 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (L) to
          the
          Class 1-B6 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate Subordinate Principal Distribution Amount for Pool 1, until its
          Class
          Principal Amount has been reduced to zero; and

         

        (iv)
           To
          the
          Class 1-AR Certificate and the Class 1-LTR Certificate, any remaining amount
          of
          the Available Distribution Amount from Pool 1 allocated as provided in
          Section
          5.02(e).

         


        
          
             

          

          
            68

            
              

            

          

          
             

          

        


        On
          each
          Distribution Date, the Securities Administrator shall distribute concurrently,
          (A) from the Class 1-XA Sub Account, pro
          rata (on
          the
          basis of the amount of Net WAC Shortfalls experienced by each such Class
          of
          LIBOR Certificates and the aggregate amount of Net WAC Shortfalls experienced
          by
          all of the Class 1-A1 and Class 1-A2 Certificates (as a group)), to the
          Class
          1-A1 and Class 1-A2 Certificates, any related Net WAC Shortfalls or related
          unpaid Net WAC Shortfalls for such date and (B) from the Class 1-XB Sub
          Account,
          sequentially, to the Class 1-B1 and Class 1-B2 Certificates, in that order,
          any
          related Net WAC Shortfalls or related unpaid Net WAC Shortfalls for such
          date.

        


        (b) On
          each
          Distribution Date, the Securities Administrator shall distribute the aggregate
          of the Available Distribution Amounts for Pool 2A, Pool 2B and Pool 2C
          for such
          date, concurrently as follows: 

         

        (i)
           For
          Pool 2A:
          The
          Available Distribution Amount for Pool 2A shall be distributed in the following
          order of priority: 

         

        (A) pro
          rata,
          to the
          Group 2A Senior Certificates, the Interest Distribution Amount and any
          accrued
          but unpaid Interest Shortfalls on each Class of the Group 2A Senior
          Certificates; 

         

        (B) to
          the
          Class 2-AR Certificate, the Senior Principal Distribution Amount for Pool
          2,
          until its Class Principal Amount has been reduced to zero; and

         

        (C) pro
          rata,
          to the
          Class 2A-A1 and Class 2A-A2 Certificates, the Senior Principal Distribution
          Amount for Pool 2A, until their respective Class Principal Amounts have
          been
          reduced to zero;

         

        (ii)
           For
          Pool 2B:
          The
          Available Distribution Amount for Pool 2B shall be distributed in the following
          order of priority: 

         

        (A) pro
          rata,
          to the
          Group 2B Senior Certificates, the Interest Distribution Amount and any
          accrued
          but unpaid Interest Shortfalls on each Class of the Group 2B Senior
          Certificates;

         

        (B) pro
          rata,
          to the
          Group 2B Senior Certificates, the Senior Principal Distribution Amount
          for Pool
          2B, until their respective Class Principal Amounts have been reduced to
          zero;

         

        (iii)
           For
          Pool 2C:
          The
          Available Distribution Amount for Pool 2C shall be distributed in the following
          order of priority: 

         

        (A) pro
          rata,
          to the
          Group 2C Senior Certificates, the Interest Distribution Amount and any
          accrued
          but unpaid Interest Shortfalls on each Class of the Group 2C Senior
          Certificates;

         


        
          
             

          

          
            69

            
              

            

          

          
             

          

        


        (B) pro
          rata,
          to the
          Group 2C Senior Certificates, the Senior Principal Distribution Amount
          for Pool
          2C, until their respective Class Principal Amounts have been reduced to
          zero;

         

        (iv)
           from
          the
          Available Distribution Amount from Pool 2A, Pool 2B and Pool 2C above,
          to the
          Group 2 Subordinate Certificates, sequentially in the following order of
          priority: 

         

        (A) to
          the
          Class 2-B1 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (B) to
          the
          Class 2-B1 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to
          zero;

         

        (C) to
          the
          Class 2-B2 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (D) to
          the
          Class 2-B2 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to zero;
          

         

        (E) to
          the
          Class 2-B3 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (F) to
          the
          Class 2-B3 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to
          zero;

         

        (G) to
          the
          Class 2-B4 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (H) to
          the
          Class 2-B4 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to zero;
          

         

        (I) to
          the
          Class 2-B5 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; 

         

        (J) to
          the
          Class 2-B5 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to zero;
          

         


        
          
             

          

          
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        (K) to
          the
          Class 2-B6 Certificates, the Interest Distribution Amount and any Interest
          Shortfalls, in each case, for such Class on such date; and

         

        (L) to
          the
          Class 2-B6 Certificates, such Class’ Subordinate Class Percentage of the
          aggregate of the Subordinate Principal Distribution Amounts for Pool 2A,
          Pool 2B
          and Pool 2C, until its Class Principal Amount has been reduced to zero;
          

         

        (v)
           To
          the
          Class 2-AR Certificate and the Class 2-LTR Certificate, any remaining amount
          of
          the aggregate of the Available Distribution Amounts from Pool 2A, Pool
          2B and
          Pool 2C allocated as provided in Section 5.02(e).

         

        The
          initial cash deposit of $125,091.15
          in respect of Pool 2C and deposited into the Distribution Account by the
          Depositor on the Closing Date, shall be treated as Principal Prepayments
          and
          distributed to the related Certificates on the Distribution Date in August
          2007,
          in the order of priority set forth in this Section 5.02 (b).

        


        (c) On
          each
          Distribution Date on and after the Group 2 Credit Support Depletion Date,
          the
          Available Distribution Amounts for Pool 2A, Pool 2B and Pool 2C shall be
          combined and distributed to the remaining Classes of Group 2A Senior
          Certificates, Group 2B Senior Certificates and Group 2C Senior Certificates,
          first,
          to pay
          the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls;
          second,
          to pay
          principal on a pro
          rata
          basis;
          and third,
          to the
          Class 2-AR and Class 2-LTR Certificates, any remaining Available Distribution
          Amount from Pool 2A, Pool 2B and Pool 2C. 

         

        (d) Notwithstanding
          the priority and allocation set forth in Section 5.02(a), if with respect
          to any
          Class of Group 1 Subordinate Certificates on any Distribution Date the
          aggregate
          of the related Class Subordination Percentages of such Class and of all
          other
          Classes of Group 1 Subordinate Certificates which have a higher numerical
          Class
          designation than such Class is less than the Original Applicable Credit
          Support
          Percentage for such Class, no distribution of Principal Prepayments shall
          be
          made to any such Classes and the amount of such Principal Prepayment otherwise
          distributable to such Classes shall be distributed to any Classes of Group
          1
          Subordinate Certificates having lower numerical Class designations than
          such
          Class, pro
          rata,
          based
          on the Class Principal Amounts of the respective Classes immediately prior
          to
          such Distribution Date and shall be distributed in the sequential order
          provided
          in Section 5.02(a) above.

         

        Notwithstanding
          the priority and allocation set forth in Section 5.02(b), if with respect
          to any
          Class of Group 2 Subordinate Certificates on any Distribution Date the
          aggregate
          of the related Class Subordination Percentages of such Class and of all
          other
          Classes of Group 2 Subordinate Certificates which have a higher numerical
          Class
          designation than such Class is less than the Original Applicable Credit
          Support
          Percentage for such Class, no distribution of Principal Prepayments shall
          be
          made to any such Classes and the amount of such Principal Prepayment otherwise
          distributable to such Classes shall be distributed to any Classes of Group
          2
          Subordinate Certificates having lower numerical Class designations than
          such
          Class, pro
          rata,
          based
          on the Class Principal Amounts of the respective Classes immediately prior
          to
          such Distribution Date and shall be distributed in the sequential order
          provided
          in Section 5.02(b)(iv) above.

         


        
          
             

          

          
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        (e) Amounts
          distributed to the Residual Certificates pursuant to Sections 5.02(a)(iv)
          and
          5.02(b)(v) on any Distribution Date shall be allocated among the REMIC
          residual
          interests represented thereby such that each such interest is allocated
          the
          excess of funds available to the related REMIC over required distributions
          to
          the regular interests in such REMIC on such Distribution Date; provided,
          however,
          that the
          Class 1-LTR Certificate shall be entitled to any amounts representing net
          gain
          resulting from the sale of any REO Properties or other Liquidation Proceeds
          due
          to the Residual Certificates with respect to the Pool 1 Mortgage Loans;
          and
provided,
          further,
          that the
          Class 2-LTR Certificate shall be entitled to any and all amounts representing
          net gain, if any, resulting from the sale of any REO Properties at a price
          greater than the foreclosed balance of the related Mortgage Loan or other
          Liquidation Proceeds due to the Residual Certificates with respect to the
          Pool
          2A Mortgage Loans, the Pool 2B Mortgage Loans and the Pool 2C Mortgage
          Loans.

         

        (f) For
          purposes of distributions provided in Sections 5.02(a) and 5.02(b), Pool
          1 shall
“relate” to the Group 1 Senior Certificates, Pool 2A shall “relate” to the Group
          2A Senior Certificates and the Group 2 Subordinate Certificates, Pool 2B
          shall
“relate” to the Group 2B Senior Certificates and the Group 2 Subordinate
          Certificates, and Pool 2C shall “relate” to the Group 2C Senior Certificates and
          the Group 2 Subordinate Certificates.

         

        (g) On
          any
          Distribution Date for which a Net WAC Shortfall exists with respect to
          the Class
          1-A1 or Class 1-A2 Certificates, the Securities Administrator shall withdraw
          from the Reserve Fund (and debit to the Class 1-XA Sub Account), the amount
          for
          distribution to such Class equal to the lesser of (1) the amount of such
          Net WAC Shortfall and (2) the amounts credited to the related Sub Account
          as
          provided in Section 5.02(a).

         

        (h) On
          any
          Distribution Date for which a Net WAC Shortfall exists with respect to
          the Class
          1-B1 or Class 1-B2 Certificates, the Securities Administrator will withdraw
          from
          the Reserve Fund (and debit to the Class 1-XB Sub Account), the lesser
          of
          (1) the amount of such Net WAC Shortfall and (2) the amounts credited to
          the related Sub Account as provided in Section 5.02(a).

         

        (i) [Reserved].

         

        (j) For
          purposes of distributions of interest in Sections 5.02(a) and 5.02(b) such
          distributions to a Class of Certificates on any Distribution Date shall
          be made
          first, in respect of Current Interest; and second, in respect of Interest
          Shortfalls.

         

        (k) [Reserved].

         

        (l) Notwithstanding
          the priority of distributions set forth in Sections 5.02(b), if on any
          Distribution Date prior to the Group 2 Credit Support Depletion Date (1)
          either
          one of the Rapid Prepayment Conditions is satisfied on such date and (2)
          the
          aggregate of the Class Principal Amounts of any Cross-Collateralized Senior
          Certificate Group or Groups has been reduced to zero, then that portion
          of the
          Available Distribution Amount for the Mortgage Pool or Mortgage Pools related
          to
          such Cross-Collateralized Senior Certificate Group or Groups that represents
          principal collections shall be applied as an additional distribution to
          the
          Cross-Collateralized Senior Certificate Group or Groups remaining outstanding,
          in reduction of, and in proportion to, the Class Principal Amounts thereof;
          provided,
          however, that
          any
          such amounts distributable to a Cross-Collateralized Senior Certificate
          Group
          shall be distributed in the same priority as principal is otherwise distributed
          thereto.

         


        
          
             

          

          
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        (m) 
          If, on
          any Distribution Date, any Cross-Collateralized Senior Certificate Group
          would
          constitute an Undercollateralized Group and one or more of the other
          Cross-Collateralized Senior Certificate Groups would constitute an
          Overcollateralized Group or Overcollateralized Groups, then notwithstanding
          Section 5.02(b)(ii), the Available Distribution Amount for an Overcollateralized
          Group, to the extent remaining following distributions of interest and
          principal
          to the related Group 2 Senior Certificates shall be distributed, up to
          the sum
          of the Interest Transfer Amount and the Principal Transfer Amount for the
          Undercollateralized Group or Undercollateralized Groups, to the Group 2
          Senior
          Certificates related to the Undercollateralized Group or Undercollateralized
          Groups, in payment of accrued but unpaid interest, if any, and then to
          such
          Group 2 Senior Certificates as principal, in the same order and priority
          as such
          Group 2 Certificates would receive other distributions of
          principal.

         

        Section
          5.03  Allocation
          of Losses.  

         

        (a) On
          or
          prior to each Distribution Date, the Master Servicer shall aggregate the
          information provided by each Servicer with respect to the total amount
          of
          Realized Losses experienced on the Mortgage Loans for the related Distribution
          Date.

         

        (b) On
          each
          Distribution Date, the principal portion of Realized Losses relating to
          Pool 1
          shall be allocated as follows:

         

        first,
          to the
          Group 1 Subordinate Certificates in reverse order of their respective numerical
          Class designations (beginning with the Class 1-B6 Certificates and ending
          with
          the Class 1-B1 Certificates) until the Class Principal Amount of each such
          Class
          is reduced to zero; and

         

        second,
          to the
          Group 1 Senior Certificates (allocated among each Class of Senior Certificates
          on a pro rata basis), in each case, until the Class Principal Amount of
          such
          Class of Group 1 Senior Certificates is reduced to zero; provided,
          however,
          that
          the amount of Realized Losses calculated above that would otherwise reduce
          the
          Class Principal Amount of the Class 1-A1 Certificates will be allocated
          to the
          Class 1-A2 Certificates, in reduction of the Class Principal Amount thereof,
          until the Class Principal Amount of the Class 1-A2 Certificates has been
          reduced
          to zero, before reducing the Class Principal Amount of the Class 1-A1
          Certificates.

         

        (c) On
          each
          Distribution Date, the principal portion of Realized Losses relating to
          Pool 2A,
          Pool 2B and Pool 2C shall be allocated as follows:

         

        first,
          to the
          Group 2 Subordinate Certificates in reverse order of their respective numerical
          Class designations (beginning with the Class 2-B6 Certificates and ending
          with
          the Class 2-B1 Certificates) until the Class Principal Amount of each such
          Class
          is reduced to zero; and

         


        
          
             

          

          
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        second,
          concurrently, (i) to the extent of Realized Losses relating to Pool 2A,
          to the
          Group 2A Senior Certificates (allocated among each Class of Group 2A Senior
          Certificates on a pro rata basis), until the Class Principal Amount of
          each such
          Class of Group 2A Senior Certificates is reduced to zero; provided,
          however,
          that
          the amount of Realized Losses calculated above that would otherwise reduce
          the
          Class Principal Amount of the Class 2A-A1 Certificates will be allocated
          to the
          Class 2A-A2 Certificates, in reduction of the Class Principal Amount thereof,
          until the Class Principal Amount of the Class 2A-A2 Certificates has been
          reduced to zero, before reducing the Class Principal Amount of the Class
          2A-A1
          Certificates, (ii) to the extent of Realized Losses relating to Pool 2B,
          to the
          Group 2B Senior Certificates (allocated among each Class of Group 2B Senior
          Certificates on a pro rata basis), until the Class Principal Amount of
          each such
          Class of Group 2B Senior Certificates is reduced to zero;
          provided, however,
          that
          the amount of Realized Losses calculated above that would otherwise reduce
          the
          Class Principal Amount of the Class 2B-A1 Certificates will be allocated
          to the
          Class 2B-A2 Certificates, in reduction of the Class Principal Amount thereof,
          until the Class Principal Amount of the Class 2B-A2 Certificates has been
          reduced to zero, before reducing the Class Principal Amount of the Class
          2B-A1
          Certificates and (iii) to the extent of Realized Losses relating to Pool
          2C, to
          the Group 2C Senior Certificates (allocated among each Class of Group 2C
          Senior
          Certificates on a pro rata basis), until the Class Principal Amount of
          each such
          Class of Group 2C Senior Certificates is reduced to zero;
          provided, however,
          that
          the amount of Realized Losses calculated above that would otherwise reduce
          the
          Class Principal Amount of the Class 2C-A1 Certificates will be allocated
          to the
          Class 2C-A2 Certificates, in reduction of the Class Principal Amount thereof,
          until the Class Principal Amount of the Class 2C-A2 Certificates has been
          reduced to zero, before reducing the Class Principal Amount of the Class
          2C-A1
          Certificates.

         

        (d) On
          each
          Distribution Date, (i) the Class Principal Amount of the Group 1 Subordinate
          Certificates then outstanding with the highest numerical Class designation
          shall
          be reduced on each Distribution Date by the amount (a “Group 1 Subordinate
          Certificate Writedown Amount”), if any, by which the aggregate of the Class
          Principal Amounts of all outstanding Classes of Group 1 Certificates (after
          giving effect to the distribution of principal on such Distribution Date)
          exceeds the Aggregate Stated Principal Balance of Pool 1 for the following
          Distribution Date and (ii) the Class Principal Amount of the Group 2 Subordinate
          Certificates then outstanding with the highest numerical Class designation
          shall
          be reduced on each Distribution Date by the amount (a “Group 2 Subordinate
          Certificate Writedown Amount”), if any, by which the aggregate of the Class
          Principal Amounts of all outstanding Classes of Group 2 Certificates (after
          giving effect to the distribution of principal on such Distribution Date)
          exceeds the sum of the Aggregate Stated Principal Balances of Pool 2A,
          Pool 2B
          and Pool 2C for the following Distribution Date.

         

        (e) Any
          allocation of a loss pursuant to this section to a Class of Certificates
          shall
          be achieved by reducing the Class Principal Amount thereof by the amount
          of such
          loss. 

         


        
          
             

          

          
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        (f) Subsequent
          Recoveries in respect of the Mortgage Loans shall be distributed
          to the related Certificates still outstanding, in accordance with Section
          5.02,
          and the Class Principal Amount of each Class of Certificates then outstanding
          that has been reduced due to application of a Realized Loss will be increased,
          in order of seniority, by the amount of such Subsequent Recovery.

         

        Section
          5.04  Advances
          by Master Servicer.  

         

        If
          any
          Servicer fails to remit any Advance required to be made under the applicable
          Servicing Agreement after the expiration of any applicable grace period,
          such
          event shall constitute a default under the Servicing Agreement, and upon
          termination of the defaulting Servicer as set forth in Section 9.01, the
          Master
          Servicer (in its capacity as successor Servicer) shall make, or the Master
          Servicer (if it is not the successor Servicer) shall cause the successor
          Servicer, to make, such Advance in accordance with Section 9.01. The Master
          Servicer and each Servicer shall be entitled to be reimbursed for all Advances
          made by it. Notwithstanding anything to the contrary herein, in the event
          the
          Master Servicer determines in its reasonable judgment that an Advance is
          non-recoverable, the Master Servicer shall be under no obligation to make
          such
          Advance. If the Master Servicer determines that an Advance is non-recoverable,
          it shall, on or prior to the related Distribution Date, deliver an Officer’s
          Certificate to the Trustee to such effect.

         

        Section
          5.05  Compensating
          Interest Payments.  

         

        The
          amount of the aggregate Master Servicing Fees payable to the Master Servicer
          in
          respect of any Distribution Date shall be reduced (but not below zero)
          by the
          amount of any Compensating Interest Payment for such Distribution Date,
          but only
          to the extent that Prepayment Interest Shortfalls relating to such Distribution
          Date are required to be paid but not actually paid by the Servicers. Such
          amount
          shall not be treated as an Advance and shall not be reimbursable to the
          Master
          Servicer.

         

        Section
          5.06  Reserve
          Fund  

         

        (a) On
          the
          Closing Date, the Securities Administrator shall establish and maintain
          in the
          Trustee’s name, in trust for the benefit of the holders of the LIBOR
          Certificates and the Interest-Only Certificates, a Reserve Fund, into which
          the
          Depositor shall, on such date, deposit $10,000.00. The Reserve Fund 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 held pursuant to this Agreement.
          The
          Reserve Fund shall not be an asset of any REMIC established hereby.

         

        (b) The
          Reserve Fund will be comprised of two Sub Accounts: the “Class 1-XA
          Sub Account” and the “Class 1-XB Sub Account.”
          On each
          Distribution Date, (i) Current Interest that would otherwise be distributable
          with respect to the Class 1-XA Certificates will be credited instead to
          the
          Class 1-XA Sub Account and (ii) Current Interest that would otherwise be
          distributable with respect to the Class 1-XB Certificates will be credited
          instead to the Class 1-XB Sub Account, in each case, to the extent of the
          applicable Required Reserve Fund Deposit for such Class.

         


        
          
             

          

          
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        (c) On
          any
          Distribution Date for which a Net WAC Shortfall exists with respect to
          the Class
          1-A1 or Class 1-A2 Certificates, the Securities Administrator shall withdraw
          from the Reserve Fund, to the extent of funds credited to the Class 1-XA
          Sub
          Account, the amount of such Net WAC Shortfall for distribution on such
          Distribution Date pursuant to Section 5.02(g).

         

        (d) [Reserved].

         

        (e) On
          any
          Distribution Date for which a Net WAC Shortfall exists with respect to
          the Class
          1-B1 or Class 1-B2 Certificates, the Securities Administrator shall withdraw
          from the Reserve Fund, to the extent of available funds credited to the
          Class
          1-XB Sub Account the amount of such Net WAC Shortfall for distribution
          on such
          Distribution Date pursuant to Section 5.02(h).

         

        (f) Funds
          on
          deposit in the Reserve Fund shall be invested in the Wells Fargo Advantage
          Prime
          Investment Money Market Fund or any successor fund. Any earnings on amounts
          credited to the Class 1-XA Sub Account shall be for the benefit of the
          Class
          1-XA Certificateholders; and any earnings on amounts credited to the Class
          1-XB
          Sub Account shall be for the benefit of the Class 1-XB Certificateholders.
          The
          Interest-Only Certificates shall evidence ownership of the Reserve Fund
          (and Sub
          Accounts thereof) for federal income tax purposes and the Holders thereof
          shall
          direct the Securities Administrator, in writing, as to investment of amounts
          on
          deposit therein. The applicable Interest-Only Certificateholder(s) shall
          be
          liable for any losses incurred on such investments. In the absence of written
          instructions from the applicable Interest-Only Certificateholder as to
          investment of funds on deposit in the Reserve Fund (and credited to the
          related
          Sub Account), such funds shall be invested in money market funds as described
          in
          paragraph (ix) of the definition of Permitted Investments in Article I.
          For
          federal income tax purposes, amounts transferred by the Group 1 Upper-Tier
          REMIC
          to the Reserve Fund shall be treated as amounts distributed by the Group
          1
          Upper-Tier REMIC to the applicable Interest-Only
          Certificateholders.

         

        (g) If,
          immediately after any Distribution Date, the amount credited to any Sub
          Account
          of the Reserve Fund exceeds the initial credit thereto, the Securities
          Administrator will debit such excess from such Sub Account and distribute
          such
          excess from the Reserve Fund to the Holders of the Certificates for which
          such
          amounts were credited to the relevant Sub Account pursuant to Section
          5.02(k).

         

        (h) Upon
          termination of the Trust Fund any amounts on deposit in the Reserve Fund
          and
          credited to a Sub Account shall be distributed to the applicable Interest-Only
          Certificateholders. 

         

         

        ARTICLE
          VI

         

        CONCERNING
          THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

         

        Section
          6.01  Duties
          of
          Trustee and the Securities Administrator.  

         

        (a) The
          Trustee, except during the continuance of an Event of Default and the Securities
          Administrator undertakes to perform such duties and only such duties as
          are
          specifically set forth in this Agreement. Any permissive right of the Trustee
          or
          the Securities Administrator provided for in this Agreement shall not be
          construed as a duty of the Trustee or the Securities Administrator. If
          an Event
          of Default has occurred and has not otherwise been cured or waived, the
          Trustee
          or the Securities Administrator 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, unless the Trustee is acting as
          Master Servicer, in which case it shall use the same degree of care and
          skill as
          the Master Servicer hereunder.

         


        
          
             

          

          
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        (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 the Trustee or the Securities Administrator which
          are
          specifically required to be furnished pursuant to any provision of this
          Agreement, shall examine them to determine whether they are in the form
          required
          by this Agreement; provided,
          however,
          that
          neither the Trustee nor the Securities Administrator shall be responsible
          for
          the accuracy or content of any such resolution, certificate, statement,
          opinion,
          report, document, order or other instrument furnished by the Master Servicer
          or
          any Servicer to the Trustee or the Securities Administrator pursuant to
          this
          Agreement, and shall not be required to recalculate or verify any numerical
          information furnished to the Trustee or the Securities Administrator pursuant
          to
          this Agreement. Subject to the immediately preceding sentence, if any such
          resolution, certificate, statement, opinion, report, document, order or
          other
          instrument is found not to conform to the form required by this Agreement
          in a
          material manner the Trustee or the Securities Administrator, as applicable,
          shall take such action as it deems appropriate to cause the instrument
          to be
          corrected, and if the instrument is not corrected to the Trustee’s or the
          Securities Administrator’s satisfaction, the Trustee or the Securities
          Administrator will provide notice thereof to the Certificateholders and
          will, at
          the expense of the Trust Fund, which expense shall be reasonable given
          the scope
          and nature of the required action, take such further action as directed
          by the
          Certificateholders.

         

        (c) Neither
          the Trustee nor the Securities Administrator shall have any liability arising
          out of or in connection with this Agreement, except for its negligence
          or
          willful misconduct. Notwithstanding anything in this Agreement to the contrary,
          neither the Trustee nor the Securities Administrator shall be liable for
          special, indirect or consequential losses or damages of any kind whatsoever
          (including, but not limited to, lost profits). 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 willful misconduct; provided,
          however,
          that:

         

        (i)
           Neither
          the Trustee nor the Securities Administrator shall be personally liable
          with
          respect to any action taken, suffered or omitted to be taken by it in good
          faith
          in accordance with the direction of Holders of Certificates as provided
          in
          Section 6.18 hereof;

         

        (ii)
           For
          all
          purposes under this Agreement, the Trustee shall not be deemed to have
          notice of
          any Event of Default (other than resulting from a failure by the Master
          Servicer
          to furnish information to the Trustee when required to do so) unless a
          Responsible Officer of the Trustee has actual knowledge thereof or unless
          written notice of any event which is in fact such a default is received
          by the
          Trustee at the Corporate Trust Office of the Trustee, and such notice references
          the Holders of the Certificates and this Agreement;

         


        
          
             

          

          
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        (iii)
           For
          all
          purposes under this Agreement, the Securities Administrator shall not be
          deemed
          to have notice of any Event of Default (other than resulting from a failure
          by
          the Master Servicer to furnish information to the Securities Administrator
          when
          required to do so) unless a Responsible Officer of the Securities Administrator
          has actual knowledge thereof or unless written notice of any event which
          is in
          fact such a default is received by the Securities Administrator at the
          address
          provided in Section 11.07, and such notice references the Holders of the
          Certificates and this Agreement;

         

        (iv)
           No
          provision of this Agreement shall require the Trustee (regardless of the
          capacity in which it is acting) or the Securities Administrator to expend
          or
          risk its own funds or otherwise incur any financial liability in the performance
          of any of its duties hereunder, or in the exercise of any of its rights
          or
          powers, if it shall have reasonable grounds for believing that repayment
          of such
          funds or adequate indemnity against 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
          Master Servicer under this Agreement;

         

        (v)
           Neither
          the Trustee nor the Securities Administrator shall be responsible for any
          act or
          omission of the Master Servicer, the Depositor, the Seller or the
          Custodian.

         

        (d) 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 to 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 applicable Servicer upon receipt any
          such
          complaint, claim, demand, notice or other document (i) which is delivered
          to the
          Corporate Trust Office of the Trustee, (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.

         

        (e) Neither
          the Trustee nor the Securities Administrator shall be personally liable
          with
          respect to any action taken, suffered or omitted to be taken by it in good
          faith
          in accordance with the direction of the Certificateholders of any Class
          holding
          Certificates which evidence, as to such Class, Percentage Interests aggregating
          not less than 25% as to the time, method and place of conducting any proceeding
          for any remedy available to the Trustee or the Securities Administrator
          or
          exercising any trust or power conferred upon the Trustee or the Securities
          Administrator, as applicable, under this Agreement.

         

        (f) Neither
          the Trustee nor the Securities Administrator shall be required to perform
          services under this Agreement, or to expend or risk its own funds or otherwise
          incur financial liability for the performance of any of its duties hereunder
          or
          the exercise of any of its rights or powers if there is reasonable ground
          for
          believing that the timely payment of its fees and expenses or 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,
          as
          applicable, to perform, or be responsible for the manner of performance
          of, any
          of the obligations of the Master Servicer or any Servicer under this Agreement
          or any Servicing Agreement except during such time, if any, as the Trustee
          shall
          be the successor to, and be vested with the rights, duties, powers and
          privileges of, the Master Servicer in accordance with the terms of this
          Agreement.

         


        
          
             

          

          
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        (g) The
          Trustee shall not be held liable by reason of any insufficiency in the
          Distribution Account or, if applicable, the Reserve Fund resulting from
          any
          investment loss on any Permitted Investment included therein (except to
          the
          extent that the Trustee is the obligor and has defaulted thereon).

         

        (h) Except
          as
          otherwise provided herein, neither the Trustee nor the Securities Administrator
          shall have any duty (A) to see to any recording, filing, or depositing
          of this
          Agreement or any agreement referred to herein or any financing statement
          or
          continuation statement evidencing a security interest, or to see to the
          maintenance of any such recording or filing or depositing or to any rerecording,
          refiling or redepositing of any thereof, (B) to see to any insurance, (C)
          to see
          to the payment or discharge of any tax, assessment, or other governmental
          charge
          or any lien or encumbrance of any kind owing with respect to, assessed
          or levied
          against, any part of the Trust Fund other than from funds available in
          the
          Distribution Account, or (D) to confirm or verify the contents of any reports
          or
          certificates of the Master Servicer or any Servicer delivered to the Trustee
          or
          the Securities Administrator pursuant to this Agreement believed by the
          Trustee
          or the Securities Administrator, as applicable, to be genuine and to have
          been
          signed or presented by the proper party or parties.

         

        (i) Neither
          the Securities Administrator nor the Trustee shall be liable in its individual
          capacity for an error of judgment made in good faith by a Responsible Officer
          or
          other officers of the Trustee or the Securities Administrator, as applicable,
          unless it shall be proved that the Trustee or the Securities Administrator,
          as
          applicable, was negligent in ascertaining the pertinent facts.

         

        (j) Notwithstanding
          anything in this Agreement to the contrary, neither the Securities Administrator
          nor the Trustee shall be liable for special, indirect or consequential
          losses or
          damages of any kind whatsoever (including, but not limited to, lost profits),
          even if the Trustee or the Securities Administrator, as applicable, has
          been
          advised of the likelihood of such loss or damage and regardless of the
          form of
          action.

         

        (k) Neither
          the Securities Administrator nor 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 agents of one another.

         

        Section
          6.02  Certain
          Matters Affecting the Trustee and the Securities Administrator.  

         

        Except
          as
          otherwise provided in Section 6.01:

         


        
          
             

          

          
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        (i)
           Each
          of
          the Trustee and the Securities Administrator may request, and may rely
          and shall
          be protected in acting or refraining from acting upon any resolution, Officer’s
          Certificate, certificate of auditors or any other certificate, statement,
          instrument, opinion, report, notice, request, consent, order, approval,
          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)
           Each
          of
          the Trustee and the Securities Administrator may consult with counsel and
          any
          advice of its counsel or Opinion of Counsel shall be full and complete
          authorization and protection in respect of any action taken or suffered
          or
          omitted by it hereunder in good faith and in accordance with such advice
          or
          Opinion of Counsel;

         

        (iii)
           Neither
          the Trustee nor the Securities Administrator shall be personally liable
          for any
          action taken, suffered or omitted by it in good faith and reasonably believed
          by
          it to be authorized or within the discretion or rights or powers conferred
          upon
          it by this Agreement;

         

        (iv)
           Unless
          an
          Event of Default shall have occurred and be continuing, 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 (provided the same appears regular on its face), unless requested
          in
          writing to do so by the Holders of at least a majority in Class Principal
          Amount
          (or Percentage Interest) of each Class of Certificates; provided,
          however,
          that, if
          the payment within a reasonable time to the Trustee or the Securities
          Administrator, as applicable, of the costs, expenses or liabilities likely
          to be
          incurred by it in the making of such investigation is, in the opinion of
          the
          Trustee or the Securities Administrator, as applicable, not reasonably
          assured
          to the Trustee or the Securities Administrator by 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
          or payment of such estimated expenses from the Certificateholders as a
          condition
          to proceeding. The reasonable expense thereof shall be paid by the party
          requesting such investigation and if not reimbursed by the requesting party
          shall be reimbursed by the Trust Fund to the Trustee or the Securities
          Administrator, as applicable;

         

        (v)
           Each
          of
          the Trustee and the Securities Administrator may execute any of the trusts
          or
          powers hereunder or perform any duties hereunder either directly or by
          or
          through agents, custodians or attorneys, which agents, custodians or attorneys
          shall have any and all of the rights, powers, duties and obligations of
          the
          Trustee and the Securities Administrator conferred on them by such appointment,
          provided that each of the Trustee and the Securities Administrator shall
          continue to be responsible for its duties and obligations hereunder to
          the
          extent provided herein, and provided further that neither the Trustee nor
          the
          Securities Administrator shall be responsible for any misconduct or negligence
          on the part of any such agent or attorney appointed with due care by the
          Trustee
          or the Securities Administrator, as applicable;

         


        
          
             

          

          
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        (vi)
           Neither
          the Trustee nor the Securities Administrator shall be under any obligation
          to
          exercise any of the trusts or powers vested in it by this Agreement or
          to
          institute, conduct or defend any litigation hereunder or in relation hereto,
          in
          each case 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
          applicable, reasonable security or indemnity against the costs, expenses
          and
          liabilities which may be incurred therein or thereby;

         

        (vii)
           The
          right
          of the Trustee and the Securities Administrator to perform any discretionary
          act
          enumerated in this Agreement shall not be construed as a duty, and neither
          the
          Trustee nor the Securities Administrator shall be answerable for other
          than its
          negligence or willful misconduct in the performance of such act;

         

        (viii)
           Neither
          the Trustee nor the Securities Administrator shall be required to give
          any bond
          or surety in respect of the execution of the Trust Fund created hereby
          or the
          powers granted hereunder; and

         

        (ix) Neither
          the Trustee nor the Securities Administrator shall have any duty to conduct
          any
          affirmative investigation as to the occurrence of any condition requiring
          the
          repurchase of any Mortgage Loan by the Seller pursuant to this Agreement
          or the
          Mortgage Loan Purchase Agreement, as applicable, or the eligibility of
          any
          Mortgage Loan for purposes of this Agreement.

         

        In
          the
          event either of the Trustee or the Securities Administrator deem the nature
          of
          any action required on its part to be unclear, the Trustee or the Securities
          Administrator, as applicable, may require prior to such action that it
          be
          provided by the Depositor with reasonable further instructions. 

        


        Section
          6.03  Trustee
          and Securities Administrator Not Liable for Certificates.  

         

        The
          Trustee and the Securities Administrator make no representations as to
          the
          validity or sufficiency of this Agreement or of the Certificates (other
          than the
          certificate of authentication on the Certificates) or of any Mortgage Loan,
          or
          related document save that the Trustee and the Securities Administrator
          represent that, assuming due execution and delivery by the other parties
          hereto,
          this Agreement has been duly authorized, executed and delivered by it and
          constitutes its valid and binding obligation, enforceable against it in
          accordance with its terms except that such enforceability may be subject
          to (A)
          applicable bankruptcy and insolvency laws and other similar laws affecting
          the
          enforcement of the rights of creditors generally, and (B) general principles
          of
          equity regardless of whether such enforcement is considered in a proceeding
          in
          equity or at law. The Trustee and the Securities Administrator shall not
          be
          accountable for the use or application by the Depositor of funds paid to
          the
          Depositor in consideration of the assignment of the Mortgage Loans to the
          Trust
          Fund by the Depositor or for the use or application of any funds deposited
          into
          the Distribution Account or any other fund or account maintained with respect
          to
          the Certificates. The Trustee and the Securities Administrator shall not
          be
          responsible for the legality or validity of this Agreement or the validity,
          priority, perfection or sufficiency of the security for the Certificates
          issued
          or intended to be issued hereunder. Except as otherwise provided herein,
          the
          Trustee and the Securities Administrator shall have no responsibility for
          filing
          any financing or continuation statement in any public office at any time
          or to
          otherwise perfect or maintain the perfection of any security interest or
          lien
          granted to it hereunder or to record this Agreement.

         


        
          
             

          

          
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        Section
          6.04  Trustee
          and the Securities Administrator May Own Certificates.  

         

        The
          Trustee and the Securities Administrator and any Affiliate or agent of
          either of
          them in its individual or any other capacity may become the owner or pledgee
          of
          Certificates and may transact banking and trust business with the other
          parties
          hereto and their Affiliates with the same rights it would have if it were
          not
          Trustee, Securities Administrator or such agent.

         

        Section
          6.05  Eligibility
          Requirements for Trustee and Securities Administrator.  

         

        The
          Trustee hereunder shall at all times (i) be an institution insured by the
          FDIC,
          (ii) be a corporation or national banking association, 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 not less than $50,000,000 and subject to supervision or
          examination by federal or state authority and (iii) not be an Affiliate
          of the
          Master Servicer or any Servicer. If such corporation or national banking
          association publishes reports of condition at least annually, pursuant
          to law or
          to the requirements of the aforesaid supervising or examining authority,
          then,
          for the purposes of this Section, the combined capital and surplus of such
          corporation or national banking association shall be deemed to be its combined
          capital and surplus as set forth in its most recent report of condition
          so
          published. In case at any time the Trustee shall cease to be eligible in
          accordance with provisions of this Section, the Trustee shall resign immediately
          in the manner and with the effect specified in Section 6.06.

         

        The
          Securities Administrator hereunder shall at all times (i) be an institution
          authorized to exercise corporate trust powers under the laws of its jurisdiction
          of organization, (ii) be rated at least “A/F1” by Fitch, or if not rated by
          Fitch, the equivalent rating by S&P or Moody’s and (iii) not be an
          originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor,
          or
          an Affiliate of the Depositor unless the Securities Administrator is in
          an
          institutional trust department of the Securities Administrator.

         

        Section
          6.06  Resignation
          and Removal of Trustee and the Securities Administrator.  

         

        (a) Each
          of
          the Trustee and the Securities Administrator may at any time resign and
          be
          discharged from the trust hereby created by giving 60 days’ written notice
          thereof to the Trustee or the Securities Administrator, as applicable,
          the
          Depositor and the Master Servicer. Upon receiving such notice of resignation,
          the Depositor will promptly appoint a successor trustee or a successor
          securities administrator, as applicable, by written instrument, one copy
          of
          which instrument shall be delivered to the resigning Trustee or resigning
          Securities Administrator, as applicable, one copy to the successor trustee
          or
          successor securities administrator, as applicable, and one copy to the
          Master
          Servicer. If no successor trustee or successor securities administrator
          shall
          have been so appointed and shall have accepted appointment within 30 days
          after
          the giving of such notice of resignation, the resigning Trustee or resigning
          Securities Administrator, as applicable, may petition any court of competent
          jurisdiction for the appointment of a successor trustee or successor securities
          administrator, as applicable. The
          Trustee shall notify the Rating Agencies of any change of Securities
          Administrator.

         


        
          
             

          

          
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        (b) If
          at any
          time any of the following events shall occur: (i) the Trustee or the Securities
          Administrator ceases to be eligible in accordance with the provisions of
          Section
          6.05 and fails to resign after written request therefor by the Depositor,
          (ii)
          the Securities Administrator fails to perform its obligations pursuant
          to
          Section 5.02 to make distributions to Certificateholders, which failure
          continues unremedied for a period of one Business Day after the date upon
          which
          written notice of such failure shall have been given to the Securities
          Administrator by the Trustee or the Depositor, (iii) the Securities
          Administrator fails to provide an Item 1123 Certificate, Assessment of
          Compliance or an Accountant’s Attestation required under Sections 6.22, 6.23 and
          6.24, respectively, by March 15 of each year in which Exchange Act reports
          are
          required, (iv) the Trustee or the Securities Administrator becomes incapable
          of
          acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee
          or
          the Securities Administrator of its property is appointed, or any public
          officer
          takes charge or control of the Trustee or the Securities Administrator
          or of
          either of their property or affairs for the purpose of rehabilitation,
          conservation or liquidation, (v) a tax is imposed or threatened with respect
          to
          the Trust Fund by any state in which the Trustee or the Trust Fund held
          by the
          Trustee is located, or (vi) the continued use of the Trustee or Securities
          Administrator would result in a downgrading of the rating by any Rating
          Agency
          of any Class of Certificates with a rating; then, in each such case, the
          Depositor shall remove the Trustee or the Securities Administrator, as
          applicable, and the Depositor shall appoint a successor trustee or successor
          securities administrator, as applicable, acceptable to the Depositor or
          the
          Trustee by written instrument, one copy of which instrument shall be delivered
          to the Trustee or Securities Administrator so removed, one copy each to
          the
          successor trustee or successor securities administrator, as applicable,
          and one
          copy to the Master Servicer.

         

        (c) The
          Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
          of each Class of Certificates may at any time upon 30 days’ written notice to
          the Trustee or the Securities Administrator, as applicable, and to the
          Depositor
          remove the Trustee or the Securities Administrator, as applicable, by such
          written instrument, signed by such Holders or their attorney-in-fact duly
          authorized, one copy of which instrument shall be delivered to the Depositor,
          one copy to the Trustee or Securities Administrator, as applicable and
          one copy
          to the Master Servicer; the Depositor shall thereupon appoint a successor
          trustee or successor securities administrator, as applicable, in accordance
          with
          this Section.

         

        (d) Any
          resignation or removal of the Trustee or the Securities Administrator,
          as
          applicable, and appointment of a successor trustee or successor securities
          administrator pursuant to any of the provisions of this Section shall become
          effective upon acceptance of appointment by the successor trustee or the
          successor securities administrator, as applicable, as provided in Section
          6.07.

         

        Section
          6.07  Successor
          Trustee and Successor Securities Administrator.  

         

        (a) Any
          successor trustee or successor securities administrator appointed as provided
          in
          Section 6.06 shall execute, acknowledge and deliver to the Depositor and
          to its
          predecessor trustee or predecessor securities administrator, as applicable,
          (i)
          an instrument accepting such appointment hereunder and (ii) the certification
          required pursuant to the first sentence of Section 6.21(e), and thereupon
          the
          resignation or removal of the predecessor trustee or predecessor securities
          administrator, as applicable, shall become effective and such successor
          trustee
          or successor securities administrator, as applicable, without any further
          act,
          deed or conveyance, shall become fully vested with all the rights, powers,
          duties and obligations of its predecessor hereunder, with like effect as
          if
          originally named as trustee or securities administrator, as applicable,
          herein.
          The predecessor trustee or predecessor securities administrator, as applicable,
          shall deliver to the successor trustee (or assign to the Trustee its interest
          under the Custody Agreement, to the extent permitted thereunder) or successor
          securities administrator, as applicable, all Trustee Mortgage Files and
          documents and statements related to each Trustee Mortgage File held by
          it
          hereunder, and shall duly assign, transfer, deliver and pay over to the
          successor trustee the entire Trust Fund, together with all necessary instruments
          of transfer and assignment or other documents properly executed necessary
          to
          effect such transfer and such of the records or copies thereof maintained
          by the
          predecessor trustee in the administration hereof as may be requested by
          the
          successor trustee and shall thereupon be discharged from all duties and
          responsibilities under this Agreement. In addition, the Depositor and the
          predecessor trustee or predecessor securities administrator, as applicable,
          shall execute and deliver such other instruments and do such other things
          as may
          reasonably be required to more fully and certainly vest and confirm in
          the
          successor trustee or successor securities administrator, as applicable,
          all such
          rights, powers, duties and obligations.

         


        
          
             

          

          
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        (b) No
          successor trustee shall accept appointment as provided in this Section
          unless at
          the time of such appointment such successor trustee shall be eligible under
          the
          provisions of Section 6.05.

         

        (c) Upon
          acceptance of appointment by a successor trustee or successor securities
          administrator, as applicable, as provided in this Section, the predecessor
          trustee or predecessor securities administrator, as applicable, shall mail
          notice of the succession of such trustee or securities administrator, as
          applicable, hereunder to all Holders of Certificates at their addresses
          as shown
          in the Certificate Register and to any Rating Agency. The expenses of such
          mailing shall be borne by the Master Servicer.

         

        Section
          6.08  Merger
          or
          Consolidation of Trustee or the Securities Administrator.  

         

        Any
          Person into which the Trustee or Securities Administrator may be merged
          or with
          which it may be consolidated, or any Person resulting from any merger,
          conversion or consolidation to which the Trustee or Securities Administrator
          shall be a party, or any Persons succeeding to the business of the Trustee
          or
          Securities Administrator, shall be the successor to the Trustee or Securities
          Administrator hereunder, without the execution or filing of any paper or
          any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding, provided that, in the case of the Trustee, such
          Person
          shall be eligible under the provisions of Section 6.05.

         


        
          
             

          

          
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        Section
          6.09  Appointment
          of Co-Trustee, Separate Trustee or Custodian.  

         

        (a) Notwithstanding
          any other provisions hereof, at any time, the Trustee, the Depositor or
          the
          Certificateholders evidencing more than 50% of the Class Principal Amount
          (or
          Percentage Interest) of every Class of Certificates shall
          have the power from time to time to appoint one or more Persons, approved
          by the
          Trustee, to act either as co-trustees jointly with the Trustee, or as separate
          trustees, or as custodians, for the purpose of holding title to, foreclosing
          or
          otherwise taking action with respect to any Mortgage Loan outside the state
          where the Trustee has its principal place of business where such separate
          trustee or co-trustee is necessary or advisable (or the Trustee has been
          advised
          by the Master Servicer that such separate trustee or co-trustee is necessary
          or
          advisable) under the laws of any state in which a property securing a Mortgage
          Loan is located or for the purpose of otherwise conforming to any legal
          requirement, restriction or condition in any state in which a property
          securing
          a Mortgage Loan is located or in any state in which any portion of the
          Trust
          Fund is located. The separate Trustees, co-trustees, or custodians so appointed
          shall be trustees or custodians for the benefit of all the Certificateholders
          and shall have such powers, rights and remedies as shall be specified in
          the
          instrument of appointment; provided,
          however,
          that no
          such appointment shall, or shall be deemed to, constitute the appointee
          an agent
          of the Trustee. The obligation of the Master Servicer to make Advances
          pursuant
          to Section 5.04 hereof shall not be affected or assigned by the appointment
          of a
          co-trustee.

         

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

         

        (i)
           all
          powers, duties, obligations and rights conferred upon the Trustee in respect
          of
          the receipt, custody and payment of moneys shall be exercised solely by
          the
          Trustee;

         

        (ii)
           all
          other
          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, co-trustee, or custodian jointly, except to the
          extent
          that under any law of any jurisdiction in which any particular act or acts
          are
          to be performed the Trustee shall be incompetent or unqualified to perform
          such
          act or acts, in which event such rights, powers, duties and obligations,
          including the holding of title to the Trust Fund or any portion thereof
          in any
          such jurisdiction, shall be exercised and performed by such separate trustee,
          co-trustee, or custodian;

         

        (iii)
           no
          trustee or custodian hereunder shall be personally liable by reason of
          any act
          or omission of any other trustee or custodian hereunder; and

         

        (iv)
           the
          Trustee may at any time, by an instrument in writing executed by it, with
          the
          concurrence of the Depositor, accept the resignation of or remove any separate
          trustee, co-trustee or custodian, so appointed by it or them, if such
          resignation or removal does not violate the other terms of this
          Agreement.

         

        (c) 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,
          co-trustee or custodian shall refer to this Agreement and the conditions
          of this
          Article VI. Each separate trustee and co-trustee, upon its acceptance of
          the
          trusts conferred, shall be vested with the estates or property specified
          in its
          instrument of appointment, either jointly with the Trustee or separately,
          as may
          be provided therein, subject to all the provisions of this Agreement,
          specifically including every provision of this Agreement relating to the
          conduct
          of, affecting the liability of, or affording protection to, the Trustee.
          Every
          such instrument shall be filed with the Trustee and a copy given to the
          Master
          Servicer.

         


        
          
             

          

          
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        (d) Any
          separate trustee, co-trustee or custodian 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, co-trustee
          or
          custodian 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.

         

        (e) No
          separate trustee, co-trustee or custodian hereunder shall be required to
          meet
          the terms of eligibility as a successor trustee under Section 6.05 hereunder
          and
          no notice to the Certificateholders of the appointment shall be required
          under
          Section 6.07 hereof.

         

        (f) The
          Trustee agrees to instruct the co-trustees, if any, to the extent necessary
          to
          fulfill the Trustee’s obligations hereunder.

         

        (g) The
          Trust
          shall pay the reasonable compensation of the co-trustees (which compensation
          shall not reduce any compensation payable to the Trustee under such
          Section).

         

        Section
          6.10  Authenticating
          Agents.  

         

        (a) The
          Trustee may appoint one or more Authenticating Agents which shall be authorized
          to act on behalf of the Trustee in authenticating Certificates. The Trustee
          hereby appoints the Securities Administrator as initial Authenticating
          Agent,
          and the Securities Administrator accepts such appointment. Wherever reference
          is
          made in this Agreement to the authentication of Certificates by the Trustee
          or
          the Trustee’s certificate of authentication, such reference shall be deemed to
          include authentication on behalf of the Trustee by an Authenticating Agent
          and a
          certificate of authentication executed on behalf of the Trustee by an
          Authenticating Agent. Each Authenticating Agent must be a national banking
          association or a corporation organized and doing business under the laws
          of the
          United States of America or of any state, having a combined capital and
          surplus
          of at least $15,000,000, authorized under such laws to do a trust business
          and
          subject to supervision or examination by federal or state
          authorities.

         

        (b) Any
          Person into which any Authenticating Agent may be merged or converted or
          with
          which it may be consolidated, or any Person resulting from any merger,
          conversion or consolidation to which any Authenticating Agent shall be
          a party,
          or any Person succeeding to the corporate agency business of any Authenticating
          Agent, shall continue to be the Authenticating Agent without the execution
          or
          filing of any paper or any further act on the part of the Trustee or the
          Authenticating Agent.

         


        
          
             

          

          
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        (c) Any
          Authenticating Agent may at any time resign by giving at least 30 days’ advance
          written notice of resignation to the Trustee and the Depositor. The Trustee
          may
          at any time terminate the agency of any Authenticating Agent by giving
          written
          notice of termination to such Authenticating Agent and the Depositor. Upon
          receiving a notice of resignation or upon such a termination, or in case
          at any
          time any Authenticating Agent shall cease to be eligible in accordance
          with the
          provisions of this Section 6.10, the Trustee may appoint a successor
          authenticating agent, shall give written notice of such appointment to
          the
          Depositor and shall mail notice of such appointment to all Holders of
          Certificates. Any successor authenticating agent upon acceptance of its
          appointment hereunder shall become vested with all the rights, powers,
          duties
          and responsibilities of its predecessor hereunder, with like effect as
          if
          originally named as Authenticating Agent. No successor authenticating agent
          shall be appointed unless eligible under the provisions of this Section
          6.10. No
          Authenticating Agent shall have responsibility or liability for any action
          taken
          by it as such at the direction of the Trustee or in accordance with the
          provisions of this Agreement. 

         

        
          	 	
                  Section
                    6.11 

                	
                  Indemnification
                    of the Trustee and the Securities Administrator.  

                


        

         

        The
          Trustee and the Securities Administrator and their respective directors,
          officers, employees and agents shall be entitled to indemnification from
          the
          Depositor and the Trust Fund (provided
          that
          the
          Trust Fund’s indemnification under this Section 6.11 is limited by Section
          4.01(d)) for any loss, liability or expense (including, without limitation,
          reasonable attorneys’ fees and disbursements (and, in the case of the Trustee,
          in connection with the Custody Agreement, including the reasonable compensation
          and the expenses and disbursements of its agents or counsel), incurred
          without
          negligence or willful misconduct on their part, arising out of, or in connection
          with, the acceptance or administration of the trusts created hereunder
          or in
          connection with the performance of their duties hereunder including the
          costs
          and expenses of defending themselves against any claim in connection with
          the
          exercise or performance of any of their powers or duties hereunder, provided
          that:

         

        (i)
           with
          respect to any such claim, the Trustee or the Securities Administrator,
          as
          applicable, shall have given the Depositor written notice thereof promptly
          after
          the Trustee, the Securities Administrator, as applicable, shall have knowledge
          thereof;

         

        (ii)
           while
          maintaining control over its own defense, the Trustee or the Securities
          Administrator, as applicable, shall cooperate and consult fully with the
          Depositor in preparing such defense; and

         

        (iii)
           notwithstanding
          anything to the contrary in this Section 6.11, the Trust Fund shall not
          be
          liable for settlement of any such claim by the Trustee or the Securities
          Administrator, as applicable, entered into without the prior consent of
          the
          Depositor, which consent shall not be unreasonably withheld.

         

        The
          provisions of this Section 6.11 shall survive any termination of this Agreement
          and the resignation or removal of the Trustee or the Securities Administrator,
          as applicable, and shall be construed to include, but not be limited to
          any
          loss, liability or expense under any environmental law.

         


        
          
             

          

          
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                  Section
                    6.12 

                	
                  Fees
                    and Expenses of Securities Administrator and the Trustee.  

                


        

         

        (a) Compensation
          for the services of the Securities Administrator hereunder shall be paid
          from
          the Master Servicing Fee. The Securities Administrator shall be entitled
          to all
          disbursements and advancements incurred or made by the Securities Administrator
          in accordance with this Agreement (including fees and expenses of its counsel
          and all persons not regularly in its employment), except any such expenses
          arising from its negligence, bad faith or willful misconduct. Wells Fargo
          Bank,
          N.A. shall act as Securities Administrator for so long as it is Master
          Servicer
          under this Agreement.

         

        (b) As
          compensation for its services hereunder, the Trustee shall be entitled
          to
          receive a Trustee fee equal to $3,500 per annum, which shall be paid by
          the
          Master Servicer pursuant to a separate agreement between the Trustee and
          the
          Master Servicer. Any expenses incurred by the Trustee shall be reimbursed
          in
          accordance with Section 6.11.

         

        Section
          6.13  Collection
          of Monies.  

         

        Except
          as
          otherwise expressly provided in this Agreement, the Trustee and the Securities
          Administrator may demand payment or delivery of, and shall receive and
          collect,
          all money and other property payable to or receivable by the it pursuant
          to this
          Agreement. The Trustee or the Securities Administrator, as applicable,
          shall
          hold all such money and property received by it as part of the Trust Fund
          and
          shall distribute it as provided in this Agreement. 

         

        Section
          6.14  Events
          of
          Default; Trustee To Act; Appointment of Successor.  

         

        (a) The
          occurrence of any one or more of the following events shall constitute
          an “Event
          of Default”:

         

        (i)
           Any
          failure by the Master Servicer to furnish the Securities Administrator
          the
          Mortgage Loan data sufficient to prepare the reports described in Section
          4.04
          which continues unremedied for a period of one Business Day after the date
          upon
          which written notice of such failure shall have been given to such Master
          Servicer by the Trustee or the Securities Administrator or to such Master
          Servicer, the Securities Administrator and the Trustee by the Holders of
          not
          less than 25% of the Class Principal Amount (or Class Notional Amount)
          of each
          Class of Certificates affected thereby; or 

         

        (ii)
           Any
          failure by the Master Servicer to deliver to the Depositor and the Seller
          the
          information or reports required pursuant to Section 9.01(e) through (g)
          hereto;

         

        (iii)
           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 (other than those
          referred to in (viii) and (ix) below) on the part of the Master Servicer
          contained in this Agreement which continues unremedied for a period of
          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 Trustee or
          the
          Securities Administrator, or to the Master Servicer, the Securities
          Administrator and the Trustee by the Holders of more than 50% of the Aggregate
          Voting Interests of the Certificates (or in the case of a breach of its
          obligation to provide an Item 1123 Certificate, an Assessment of Compliance
          or
          an Accountant’s Attestation pursuant to Sections 6.22, 6.23 and 6.24,
          immediately without a cure period); or

         


        
          
             

          

          
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        (iv)
           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,
          readjustment of debt, marshalling of assets and liabilities or similar
          proceedings, 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 60 days or any
          Rating
          Agency reduces or withdraws or threatens to reduce or withdraw the rating
          of the
          Certificates because of the financial condition or loan servicing capability
          of
          such Master Servicer; or

         

        (v)
           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, voluntary liquidation or similar proceedings of or relating
          to the
          Master Servicer or of or relating to all or substantially all of its property;
          or

         

        (vi)
           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

         

        (vii)
           The
          Master Servicer shall be dissolved, or shall dispose of all or substantially
          all
          of its assets, or consolidate with or merge into another entity or shall
          permit
          another entity to consolidate or merge into it, such that the resulting
          entity
          does not meet the criteria for a successor servicer as specified in Section
          9.05
          hereof; or

         

        (viii)
           If
          a
          representation or warranty set forth in Section 9.03 hereof shall prove
          to be
          incorrect as of the time made in any respect that materially and adversely
          affects the interests of the Certificateholders, and the circumstance or
          condition in respect of which such representation or warranty was incorrect
          shall not have been eliminated or cured within 30 days after the date on
          which
          written notice of such incorrect representation or warranty shall have
          been
          given to the Master Servicer by the Trustee or the Securities Administrator,
          or
          to the Master Servicer, the Securities Administrator and the Trustee by
          the
          Holders of more than 50% of the Aggregate Voting Interests of the Certificates;
          or

         

        (ix)
           A
          sale or
          pledge of any of the rights of the Master Servicer hereunder or an assignment
          of
          this Agreement by the Master Servicer or a delegation of the rights or
          duties of
          the Master Servicer hereunder shall have occurred in any manner not otherwise
          permitted hereunder and without the prior written consent of the Trustee
          and
          Certificateholders holding more than 50% of the Aggregate Voting Interests
          of
          the Certificates; or

         

        (x)
           After
          receipt of notice from the Trustee, any failure of the Master Servicer
          to make
          any Advances when such Advances are due, which failure continues unremedied
          for
          a period of one Business Day.

         


        
          
             

          

          
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        If
          an
          Event of Default described in clauses (i) through (ix) of this Section
          shall
          occur, then, in each and every case, subject to applicable law, so long
          as any
          such Event of Default shall not have been remedied within any period of
          time
          prescribed by this Section, the Trustee, by notice in writing to the Master
          Servicer may,
          and, if
          so directed by Certificateholders evidencing more than 50% of the Class
          Principal Amount (or Class Notional Amount) of each Class of Certificates,
          or
          upon the occurrence of an Event of Default described in clause (x) of this
          Section, shall,
          terminate all of the rights and obligations of the Master Servicer hereunder
          and
          in and to the Mortgage Loans and the proceeds thereof. On or after the
          receipt
          by the Master Servicer of such written notice, all authority and power
          of the
          Master Servicer, and only in its capacity as Master Servicer under this
          Agreement, whether with respect to the Mortgage Loans or otherwise, shall
          pass
          to and be vested in the Trustee; and the Trustee is hereby authorized and
          empowered to execute and deliver, on behalf of the defaulting Master Servicer
          as
          attorney-in-fact or otherwise, any and all documents and other instruments,
          and
          to do or accomplish all other acts or things necessary or appropriate to
          effect
          the purposes of such notice of termination, whether to complete the transfer
          and
          endorsement or assignment of the Mortgage Loans and related documents or
          otherwise. The defaulting Master Servicer agrees to cooperate with the
          Trustee
          and the Securities Administrator in effecting the termination of the defaulting
          Master Servicer’s responsibilities and rights hereunder as Master Servicer
          including, without limitation, notifying Servicers of the assignment of
          the
          master servicing function and providing the Trustee or its designee all
          documents and records in electronic or other form reasonably requested
          by it to
          enable the Trustee or its designee to assume the defaulting Master Servicer’s
          functions hereunder and the transfer to the Trustee for administration
          by it of
          all amounts which shall at the time be or should have been deposited by
          the
          defaulting Master Servicer in the Distribution Account and any other account
          or
          fund maintained with respect to the Certificates or thereafter received
          with
          respect to the Mortgage Loans. The Master Servicer being terminated shall
          bear
          all costs of a master servicing transfer, including but not limited to
          those of
          the Trustee or Securities Administrator reasonably allocable to specific
          employees and overhead, legal fees and expenses, accounting and financial
          consulting fees and expenses, and costs of amending this Agreement, if
          necessary. If the terminated Master Servicer fails to pay the costs incurred
          by
          the Trustee in connection with a master servicing transfer, then the Trustee
          shall to be entitled to reimbursement in accordance with the provisions
          of this
          Agreement.

         

        Notwithstanding
          the termination of its activities as Master Servicer, each terminated Master
          Servicer shall continue
          to be
          entitled to reimbursement under this Agreement
          to the
          extent such reimbursement relates to the period prior to such Master Servicer’s
          termination.

         

        If
          any
          Event of Default shall occur, the Trustee, upon becoming aware of the occurrence
          thereof, shall promptly notify the Securities Administrator and each Rating
          Agency of the nature and extent of such Event of Default. The Trustee or
          the
          Securities Administrator shall immediately give written notice to the Master
          Servicer upon the Master Servicer’s failure to make Advances as required under
          this Agreement.

         

        (b) On
          and
          after the time the Master Servicer receives a notice of termination from
          the
          Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation
          of
          the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
          9.06,
          the Trustee, unless another master servicer shall have been appointed,
          shall be
          the successor in all respects to the Master Servicer in its capacity as
          such
          under this Agreement and the transactions set forth or provided for herein
          and
          shall have all the rights and powers and be subject to all the responsibilities,
          duties and liabilities relating thereto and arising thereafter placed on
          the
          Master Servicer hereunder, including (but subject to applicable law) the
          obligation to make Advances in accordance with Section 5.04; provided,
          however,
          that
          any failure to perform such duties or responsibilities caused by the Master
          Servicer’s failure to provide information required by this Agreement shall not
          be considered a default by the Trustee hereunder. In addition, the Trustee
          shall
          have no responsibility for any act or omission of the Master Servicer prior
          to
          the issuance of any notice of termination. The Trustee shall have no liability
          relating to the representations and warranties of the Master Servicer set
          forth
          in Section 9.03. In the Trustee's capacity as such successor, the Trustee
          shall
          have the same limitations on liability herein granted to the Master Servicer.
          As
          compensation therefor, the Trustee shall be entitled to receive all compensation
          payable to the Master Servicer under this Agreement, including the Master
          Servicing Fee.

         


        
          
             

          

          
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        (c) 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 in the assumption of
          all of
          the responsibilities, duties or liabilities of a master servicer, like
          the
          Master Servicer. Any entity designated by the Trustee as a successor master
          servicer may be an Affiliate of the Trustee; provided,
          however,
          that,
          unless such Affiliate meets the net worth requirements and other standards
          set
          forth herein for a successor master servicer, the Trustee, in its individual
          capacity shall agree, at the time of such designation, to be and remain
          liable
          to the Trust Fund for such Affiliate’s actions and omissions in performing its
          duties hereunder. In connection with such appointment and assumption, the
          Trustee may make such arrangements for the compensation of such successor
          out of
          payments on Mortgage Loans as it and such successor shall agree; provided,
          however,
          that no
          such compensation shall be in excess of that permitted to the Master Servicer
          hereunder. 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.
          The
          Trustee and such successor shall take such actions, consistent with this
          Agreement, as shall be necessary to effectuate any such succession and
          may make
          other arrangements with respect to the servicing to be conducted hereunder
          which
          are not inconsistent herewith. The Master Servicer shall cooperate with
          the
          Trustee and any successor master servicer in effecting the termination
          of the
          Master Servicer’s responsibilities and rights hereunder including, without
          limitation, notifying Mortgagors of the assignment of the master servicing
          functions and providing the Trustee and successor master servicer, as
          applicable, all documents and records in electronic or other form reasonably
          requested by it to enable it to assume the Master Servicer’s functions hereunder
          and the transfer to the Trustee or such successor master servicer, as
          applicable, all amounts which shall at the time be or should have been
          deposited
          by the Master Servicer in the Distribution Account and any other account
          or fund
          maintained with respect to the Certificates or thereafter be received with
          respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver,
          or
          any delay in delivering, cash, documents or records to it, (ii) the failure
          of
          the Master Servicer to cooperate as required by this Agreement, (iii) the
          failure of the Master Servicer to deliver the Mortgage Loan data to the
          Trustee
          as required by this Agreement or (iv) restrictions imposed by any regulatory
          authority having jurisdiction over the Master Servicer. No 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
          caused by (i) the failure of the Trustee to deliver, or any delay in delivering
          cash, documents or records to it related to such distribution, or (ii)
          the
          failure of Trustee to cooperate as required by this Agreement.

         


        
          
             

          

          
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        Any
          successor master servicer shall execute and deliver to the Depositor, the
          Seller
          and the predecessor Master Servicer the certification required pursuant
          to the
          first sentence of Section 6.21(e).

         

        Section
          6.15  Additional
          Remedies of Trustee Upon Event of Default.  

         

        During
          the continuance of any Event of Default, so long as such Event of Default
          shall
          not have been remedied, the Trustee, in addition to the rights specified
          in
          Section 6.14, shall have the right, in its own name and as trustee of the
          Trust
          Fund, to take all actions now or hereafter existing at law, in equity or
          by
          statute to enforce its rights and remedies and to protect the interests,
          and
          enforce the rights and remedies, of the Certificateholders (including the
          institution and prosecution of all judicial, administrative and other
          proceedings and the filings of proofs of claim and debt in connection
          therewith). Except as otherwise expressly provided in this Agreement, no
          remedy
          provided for by this Agreement shall be exclusive of any other remedy,
          and each
          and every remedy shall be cumulative and in addition to any other remedy,
          and no
          delay or omission to exercise any right or remedy shall impair any such
          right or
          remedy or shall be deemed to be a waiver of any Event of Default.

         

        Section
          6.16  Waiver
          of
          Defaults.  

         

        More
          than
          50% of the Aggregate Voting Interests of the Certificateholders may waive
          any
          default or Event of Default by the Master Servicer in the performance of
          its
          obligations hereunder, except that a default in the making of any required
          deposit to the Distribution Account that would result in a failure of the
          Paying
          Agent to make any required payment of principal of or interest on the
          Certificates may only be waived with the consent of 100% of the affected
          Certificateholders. Upon any such waiver of a past default, such default
          shall
          cease to exist, and any Event of Default arising therefrom shall be deemed
          to
          have been remedied for every purpose of this Agreement. No such waiver
          shall
          extend to any subsequent or other default or impair any right consequent
          thereon
          except to the extent expressly so waived.

         

        Section
          6.17  Notification
          to Holders.  

         

        Upon
          termination of the Master Servicer or appointment of a successor to the
          Master
          Servicer, in each case as provided herein, the Trustee shall promptly mail
          notice thereof by first class mail to the Securities Administrator, and
          the
          Certificateholders at their respective addresses appearing on the Certificate
          Register. The Trustee shall also, within 45 days after the occurrence of
          any
          Event of Default known to the Trustee, give written notice thereof to the
          Securities Administrator and the Certificateholders, unless such Event
          of
          Default shall have been cured or waived prior to the issuance of such notice
          and
          within such 45-day period.

         


        
          
             

          

          
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                  Section
                    6.18 

                	
                  Directions
                    by Certificateholders and Duties of Trustee During Event of
                    Default.  

                


        

         

        Subject
          to the provisions of Section 8.01 hereof, during the continuance of any
          Event of
          Default, Holders of Certificates evidencing not less than 25% of the Class
          Principal Amount (or Percentage Interest) of each Class of Certificates
          affected
          thereby may direct the time, method and place of conducting any proceeding
          for
          any remedy available to the Trustee, or exercising any trust or power conferred
          upon the Trustee, under this Agreement; provided,
          however,
          that the
          Trustee shall be under no obligation to pursue any such remedy, or to exercise
          any of the trusts or powers vested in it by this Agreement (including,
          without
          limitation, (i) the conducting or defending of any administrative action
          or
          litigation hereunder or in relation hereto and (ii) the terminating of
          the
          Master Servicer or any successor master servicer from its rights and duties
          as
          master servicer hereunder) at the request, order or direction of any of
          the
          Certificateholders, unless such Certificateholders shall have offered to
          the
          Trustee reasonable security or indemnity against the cost, expenses and
          liabilities which may be incurred therein or thereby; and, provided
          further,
          that,
          subject to the provisions of Section 8.01, the Trustee shall have the right
          to
          decline to follow any such direction if the Trustee, in accordance with
          an
          Opinion of Counsel, determines that the action or proceeding so directed
          may not
          lawfully be taken or if the Trustee in good faith determines that the action
          or
          proceeding so directed would involve it in personal liability for which
          it is
          not indemnified to its satisfaction or be unjustly prejudicial to the
          non-assenting Certificateholders.

         

        
          	 	
                  Section
                    6.19 

                	
                  [Reserved]
                    

                


        

         

        
          	 	
                  Section
                    6.20 

                	
                  Preparation
                    of Tax Returns and Other Reports. 

                


        

         

        (a) The
          Securities Administrator shall prepare or cause to be prepared on behalf
          of the
          Trust Fund, based upon information calculated in accordance with this Agreement
          pursuant to instructions given by the Depositor, and the Securities
          Administrator shall file federal tax returns, all in accordance with Article
          X
          hereof. If the Securities Administrator is notified in writing that a state
          tax
          return or other return is required, then, at the sole expense of the Trust
          Fund,
          the Securities Administrator shall prepare and file such state income tax
          returns and such other returns as may be required by applicable law relating
          to
          the Trust Fund, and, if required by state law, and shall file any other
          documents to the extent required by applicable state tax law (to the extent
          such
          documents are in the Securities Administrator’s possession). The Securities
          Administrator shall forward copies to the Depositor of all such returns
          and Form
          1099 supplemental tax information and such other information within the
          control
          of the Securities Administrator as the Depositor may reasonably request
          in
          writing, and shall distribute to each Certificateholder such forms and
          furnish
          such information within the control of the Securities Administrator as
          are
          required by the Code and the REMIC Provisions to be furnished to them,
          and will
          prepare and distribute to Certificateholders Form 1099 (supplemental tax
          information) (or otherwise furnish information within the control of the
          Securities Administrator and the Trustee) to the extent required by applicable
          law. The Master Servicer will indemnify the Securities Administrator and
          the
          Trustee for any liability of or assessment against the Securities Administrator
          and the Trustee, as applicable, resulting from any error in any of such
          tax or
          information returns directly resulting from errors in the information provided
          by such Master Servicer.

         


        
          
             

          

          
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        (b) The
          Securities Administrator shall prepare and file with the Internal Revenue
          Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder,
          an application for an employer identification number on IRS Form SS-4 or
          by any
          other acceptable method. The Securities Administrator shall also file a
          Form
          8811 as required. The Securities Administrator, upon receipt from the IRS
          of the
          Notice of Taxpayer Identification Number Assigned, shall upon request promptly
          forward a copy of such notice to the Trustee and the Depositor. The Securities
          Administrator shall furnish any other information that is required by the
          Code
          and regulations thereunder to be made available to the Certificateholders.
          The
          Master Servicer shall cause each Servicer to provide the Securities
          Administrator with such information as is necessary for the Securities
          Administrator to prepare such reports.

         

        
          	 	
                  Section
                    6.21 

                	
                  Reporting
                    to the Commission. 

                


        

         

        Each
          of
          Form 10-D and Form 10-K requires the registrant to indicate (by checking
          "yes"
          or "no") that it "(1) has filed all reports required to be filed by Section
          13
          or 15(d) of the Exchange Act during the preceding 12 months (or for such
          shorter
          period that the registrant was required to file such reports), and (2)
          has been
          subject to such filing requirements for the past 90 days." The Depositor
          hereby
          represents to the Securities Administrator that the Depositor has filed
          all such
          required reports during the preceding 12 months and that it has been subject
          to
          such filing requirement for the past 90 days. The Depositor shall notify
          the
          Securities Administrator in writing, no later than the fifth calendar day
          after
          the related Distribution Date with respect to the filing of a report on
          Form
          10-D and no later than March 15th
          with
          respect to the filing of a report on Form 10-K, if the answer to the questions
          should be "no." The Securities Administrator shall be entitled to rely
          on such
          representations in preparing, executing and/or filing any such
          report.

         

        (a) Reports
          Filed on Form 10-D. 

         

        (i) Within
          15
          days after each Distribution Date (subject to permitted extensions under
          the
          Exchange Act), the Securities Administrator shall prepare and file on behalf
          of
          the Trust 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 Distribution Date Statement attached
          thereto. Any disclosure in addition to the Distribution Date Statement
          that is
          required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall
          be reported by the parties set forth on Exhibit O hereto to the Depositor
          and
          the Securities Administrator and reviewed and approved or disapproved by
          the
          Depositor pursuant to the following paragraph and the Securities Administrator
          will have no duty or liability for any failure hereunder to determine or
          prepare
          any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
          


        
          
             

          

          
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        (ii) As
          set
          forth on Exhibit O hereto, within 5 calendar days after the related Distribution
          Date, (i) the parties set forth thereon shall be required to provide to
          the
          Securities Administrator and the Depositor, to
          the
          extent known by a Responsible Officer, with respect to the Trustee, and
          to the
          extent known by a responsible party thereof, with respect to the other
          parties,
          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 L 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 forward
          electronically a copy of the Form 10-D to the Depositor for review. The
          Securities Administrator will provide a copy of the Form 10-D to the Depositor
          by the 11th
          calendar
          day after the related Distribution Date. On the 12th
          calendar
          day after the related Distribution Date, the Depositor will provide any
          changes
          or approval to the Securities Administrator (which may be furnished
          electronically). In the absence of receipt of any written changes or approval,
          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. No later than the 13th
          calendar
          day after the related Distribution Date, a duly authorized representative
          of the
          Master Servicer in charge of the master servicing function shall sign the
          Form
          10-D and return an electronic or fax copy of such signed Form 10-D (with
          an
          original executed hard copy to follow by overnight mail) to the Securities
          Administrator. 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 subsection (d)(ii) of this Section 6.21. Promptly
          (but
          no later than 1 Business Day) after filing with the Commission, the Securities
          Administrator will make available on its internet website a final executed
          copy
          of each Form 10-D prepared and filed by the Securities Administrator. Each
          party
          to this Agreement acknowledges that the performance by the Securities
          Administrator of its duties under this Section 6.21(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
          under this Section 6.21(a). The Securities Administrator shall not have
          any
          liability for any loss, expense, damage or claim arising out of or with
          respect
          to any failure to properly prepare, execute and/or timely file such Form
          10-D,
          where such failure results from the 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) Reports
          Filed on Form 10-K.

         


        
          
             

          

          
            95

            
              

            

          

          
             

          

        


        (i) On
          or
          prior to the 90th day after the end of each fiscal year of the Trust Fund
          or
          such earlier date as may be required by the Exchange Act (the “10-K
          Filing Deadline”)
          (it
          being understood that the fiscal year for the Trust Fund ends on December
          31st
          of each
          year), commencing in March 2008, the Securities Administrator shall prepare
          and
          file on behalf of the Trust Fund any Form 10-K required by the Exchange
          Act, in
          form and substance as required by the Exchange Act. Each such Form 10-K
          shall
          include the following items, in each case to the extent they have been
          delivered
          to the Securities Administrator within the applicable time frames set forth
          in
          this Agreement, the Custody Agreement and the related Servicing Agreement,
          (i)
          the Item 1123 Certificate for each Servicer, each Additional Servicer,
          the
          Master Servicer and Securities Administrator as described under Section
          6.22,
          (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer,
          each Servicing Function Participant, the Master Servicer, Securities
          Administrator and any Servicing Function Participant engaged by such parties
          (each, a “Reporting
          Servicer”),
          as
          described under Section 6.23, and (B) if any Reporting Servicer’s Assessment of
          Compliance identifies any material instance of noncompliance, disclosure
          identifying such instance of noncompliance, or if any Reporting Servicer’s
          Assessment of Compliance 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 Accountant’s Attestation for each Reporting
          Servicer, as described under Section 6.24, and (B) if any Accountant’s
          Attestation identifies any material instance of noncompliance, disclosure
          identifying such instance of noncompliance, or if any such Accountant’s
          Attestation is not included as an exhibit to such Form 10-K, disclosure
          that
          such report is not included and an explanation why such report is not included,
          and (iv) a Sarbanes-Oxley Certification as described in Section 6.21(e)
          (provided,
          however,
          that
          the Securities Administrator, at its discretion may omit from the Form
          10-K any
          annual compliance statement, Assessment of Compliance or Accountant’s
          Attestation that is not required to be filed with such Form 10-K pursuant
          to
          Regulation AB). Any disclosure or information in addition to (i) through
          (iv)
          above that is required to be included on Form 10-K (“Additional
          Form 10-K Disclosure”)
          shall
          be reported by the parties set forth on Exhibit P hereto to the Depositor
          and
          the Securities Administrator and reviewed and approved or disapproved by
          the
          Depositor pursuant to the following paragraph and the Securities Administrator
          will have no duty or liability for any failure hereunder to determine or
          prepare
          any Additional Form 10-K Disclosure, except as set forth in the next
          paragraph..

        


        (ii) As
          set
          forth on Exhibit P hereto, no later than March 15 following each fiscal
          year
          that the Trust Fund is subject to the Exchange Act reporting requirements,
          commencing in March 2008, (i) the parties set forth on Exhibit W shall
          be
          required to provide to the Securities Administrator and the Depositor,
          to the
          extent known by a Responsible Officer, with respect to the Trustee, and
          to the
          extent known by a responsible officer thereof, with respect to the other
          parties, a notice in the form of Exhibit L hereto, along with, 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.


        
          
             

          

          
            96

            
              

            

          

          
             

          

        


        


        (iii) After
          preparing the Form 10-K, the Securities Administrator shall forward
          electronically a copy of the Form 10-K to the Depositor for review. Within
          three
          (3) business days of receipt, but in no event later than March 25, 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 any written changes or approval, the Securities Administrator shall
          be
          entitled to assume that such Form 10-K is in final form. No later than
          the close
          of business on the 4th Business Day prior to the 10-K Filing Deadline,
          the
          Depositor shall sign the Form 10-K and return an electronic or fax copy
          of such
          signed Form 10-K (with an original executed hard copy to follow by overnight
          mail) to the Securities Administrator. 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 6.21(d).
          Promptly
          (but no later than 1 Business Day) after filing with the Commission, the
          Securities Administrator will make available on its internet website a
          final
          executed copy of each Form 10-K prepared and filed by the Securities
          Administrator. The parties to this Agreement acknowledge that the performance
          by
          the Securities Administrator of its duties under this Section 6.21(b) related
          to
          the timely preparation and filing of Form 10-K is contingent upon such
          parties
          (and the Custodian, Servicers and any Additional Servicer or Servicing
          Function
          Participant) strictly observing all applicable deadlines in the performance
          of
          their duties under Sections 6.21, 6.22, 6.23, 6.24 and 11.16. The Securities
          Administrator shall not 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.

        


        (c) Reports
          Filed on Form 8-K.

         

        (i) Within
          four (4) Business Days after the occurrence of an event requiring disclosure
          on
          Form 8-K (each such event, a “Reportable
          Event”),
          and
          if requested by the Depositor, the Securities Administrator shall prepare
          and
          file on behalf of the Trust 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 (“Form
          8-K Disclosure Information”)
          shall
          be reported by the parties set forth on Exhibit Q hereto to the Depositor
          and
          the Securities Administrator and reviewed and approved or disapproved 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. 

        



        
          
             

          

          
            97

            
              

            

          

          
             

          

        


        (ii) As
          set
          forth on Exhibit Q hereto, for so long as the Trust Fund is subject to
          the
          Exchange Act reporting requirements, no later than the end 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 the Depositor, to the extent known by a Responsible
          Officer, with respect to the Trustee, and to the extent known by a responsible
          officer thereof, with respect to the other parties, a notice in the form
          of
          Exhibit L attached hereto, along with, 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 forward
          electronically a copy of the Form 8-K to the Depositor for review. Promptly,
          but
          no later than the close of business on the 3rd 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, 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. No later than noon New York City time on the 4th Business
          Day
          after the Reportable Event, the Depositor shall sign the Form 8-K and return
          an
          electronic or fax copy of such signed Form 8-K (with an original executed
          hard
          copy to follow by overnight mail) to the Securities Administrator. 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
          6.21(d). Promptly (but no later than 1 Business Day) after filing with
          the
          Commission, the Securities Administrator will make available on its internet
          website a final executed copy of each Form 8-K prepared and filed by the
          Securities Administrator. The parties to this Agreement acknowledge that
          the
          performance by the Securities Administrator of its duties under this Section
          6.21(c) related to the timely preparation and filing of Form 8-K is contingent
          upon such parties strictly observing all applicable deadlines in the performance
          of their duties under this Section 6.21(c)(ii). The Securities Administrator
          shall not 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 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.

        


        (d) Delisting;
          Amendments; Late Filings.

         

        (i) If
          directed to do so by the Depositor, on or before
          January 30, 2008, the Securities Administrator shall, in accordance with
          industry standards, file a Form 15 Suspension Notification with respect
          to the
          Trust Fund under the Exchange Act (a “Form 15”). Subsequent to the filing of a
          Form 15, if the Depositor determines that the Trust Fund has once again
          become
          subject to the Exchange Act reporting requirements, then, at that time
          and,
          thereafter, prior to January 30 of the following calendar year, the Securities
          Administrator shall, if directed to do so by the Depositor, in accordance
          with
          industry standards, file a Form 15. 


        
          
             

          

          
            98

            
              

            

          

          
             

          

        


        


        In
          connection with any direct offering of Certificates by the Depositor, in
          an
          offering registered with the Commission, subsequent to the filing of a
          Form 15
          pursuant to the preceding paragraph: (i) the Depositor shall notify the
          Securities Administrator in writing not less than 10 days prior to the
          date on
          which such offering will be made; (ii) the Depositor shall cause to be
          prepared
          and filed the initial current report on Form 8-K required to be filed in
          connection with such offering; (iii) the Securities Administrator, as directed
          by the Depositor, shall file a report on Form 10-D for the Distribution
          Date
          following the month in which such offering occurs and, thereafter, any
          reports
          on forms 8-K, 10-K and 10-D in respect of the Trust Fund as and to the
          extent
          required under the Exchange Act, as set forth in this Section (other than
          the
          report referred to in clause (ii) above); (iv) the Depositor shall be
          responsible for notifying the other parties to the transaction of such
          offering
          and that the obligations of such parties to provide information in connection
          with the Depositor’s Exchange Act reporting requirements have been reinstated;
          and (v) the Depositor shall be responsible for all reasonable fees and
          expenses
          incurred by the Securities Administrator in connection with such offering,
          including its review and approval of any offering document and any amendment
          to
          any transaction document made in connection with such offering.

        


        (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, but no later than within one Business Day, 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 or 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 to include
          additional disclosure in connection with any additional Form 10-D disclosure
          (other than for the purpose of restating any Distribution Date Statement),
          additional Form 10-K or Form 8-K disclosure information, the Securities
          Administrator will electronically notify the Depositor and the affected
          parties
          and the Securities Administrator shall prepare and file, and such parties
          will
          cooperate in the preparation and filing of any necessary Form 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 the Depositor. The parties to this Agreement acknowledge
          that
          the performance by the Securities Administrator of its duties under this
          Section
          6.21(d) related to the timely preparation 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 Securities Administrator
          nor the Master Servicer 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 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.


        
          
             

          

          
            99

            
              

            

          

          
             

          

        


        


        Notwithstanding
          anything to the contrary herein, the Securities Administrator shall not
          file any
          Form 8-K, Form 10-D or Form 10K as to which it has received from the Depositor
          a
          notice to the effect that, upon review of the proposed filing, the Depositor
          does not approve of such filing.

        


        (e) Sarbanes-Oxley
          Certification.

         

        Each
          Form
          10-K shall include a certification (the “Sarbanes-Oxley
          Certification”),
          required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
          Servicer, the Master Servicer and the Securities Administrator shall provide,
          and each Servicer, the Master Servicer and the Securities Administrator
          shall
          cause any Servicing Function Participant engaged by it to provide, to the
          Person
          who signs the Sarbanes-Oxley Certification (the “Certifying
          Person”),
          by
          March 15 following 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 (or in such other form attached to
          the
          applicable Servicing Agreement), 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 Depositor shall serve as the Certifying Person on
          behalf of
          the Trust Fund. In the event any such party or any Servicing Function
          Participant engaged by such party is terminated or resigns pursuant to
          the terms
          of this Agreement, or any applicable sub-servicing agreement, as the case
          may
          be, such party shall provide a Back-Up Certification to the Certifying Person
          pursuant to this Section 6.21(e) with respect to the period of time it
          was
          subject to this Agreement or any applicable sub-servicing agreement, as
          the case
          may be.

         

        The
          Master Servicer shall enforce any obligation of the Servicers, to the extent
          set
          forth in the related Servicing Agreement, to deliver to the Master Servicer
          a
          certification similar to the Back-Up Certification as may be required pursuant
          to the related Servicing Agreement.

         

        
          	 	
                  Section
                    6.22 

                	
                  Annual
                    Statements of Compliance. 

                


        

         

        (a) The
          Master Servicer, the Securities Administrator and each Servicer shall deliver
          or
          otherwise make available (and the Master Servicer, the Securities Administrator
          and each Servicer shall cause any Additional Servicer engaged by it to
          deliver
          or otherwise make available) to the Depositor and the Securities Administrator
          on or before March 15 of each year, commencing in March 2008, an Officer’s
          Certificate (an “Item
          1123 Certificate”)
          stating, as to the signer thereof, that (A) a review of such party’s activities
          during the preceding calendar year or portion thereof and of such party’s
          performance under this Agreement, or such other applicable agreement in
          the case
          of an Additional Servicer, has been made under such officer’s supervision and
          (B) to the best of such officer’s knowledge, based on such review, such party
          has fulfilled all its obligations under this Agreement, or such other applicable
          agreement in the case of an Additional Servicer, in all material respects
          throughout such year or portion thereof, or, if there has been a failure
          to
          fulfill any such obligation in any material respect, specifying each such
          failure known to such officer and the nature and status thereof. Promptly
          after
          receipt of each such Item 1123 Certificate, the Depositor shall review
          such Item
          1123 Certificate and, if applicable, consult with each such party, as
          applicable, as to the nature of any failures by such party, in the fulfillment
          of any of such party’s obligations hereunder or, in the case of an Additional
          Servicer, under such other applicable agreement. 

         


        
          
             

          

          
            100

            
              

            

          

          
             

          

        


        (b) The
          Master Servicer shall include all Item 1123 Certificates received by it
          from
          each Servicer with its Item 1123 Certificate to be submitted to the Securities
          Administrator pursuant to this Section.

         

        (c) In
          the
          event the Master Servicer, the Securities Administrator or any Additional
          Servicer engaged by any such party is terminated or resigns pursuant to
          the
          terms of this Agreement, or any applicable agreement in the case of an
          Additional Servicer, as the case may be, such party shall provide an Item
          1123
          Certificate pursuant to this Section 6.22 or to such applicable agreement,
          as
          the case may be, notwithstanding any such termination, assignment or
          resignation.

         

        (d) The
          Master Servicer shall enforce any obligation of any Servicer, to the extent
          set
          forth in the related Servicing Agreement, to deliver to the Master Servicer
          an
          Item 1123 Certificate as may be required pursuant to the related Servicing
          Agreement. The Master Servicer shall include such Item 1123 Certificate
          with its
          own Item 1123 Certificate to be submitted to the Securities Administrator
          and
          the Depositor pursuant to this Section.

         

        
          	 	
                  Section
                    6.23 

                	
                  Annual
                    Assessments of Compliance. 

                


        

         

        (a) By
          March
          15 of each year, commencing in March 2008, the Master Servicer and the
          Securities Administrator and each Servicer, each at its own expense, shall
          furnish or otherwise make available, and each such party shall cause any
          Servicing Function Participant engaged by it to furnish or otherwise make
          available, each at its own expense, to the Securities Administrator and
          the
          Depositor, a report on an assessment of compliance with the Relevant Servicing
          Criteria (an “Assessment
          of Compliance”)
          that
          contains (A) a statement by such party of its responsibility for assessing
          compliance with the Relevant Servicing Criteria, (B) a statement that such
          party
          used the Relevant Servicing Criteria to assess compliance with the Relevant
          Servicing Criteria, (C) such party’s Assessment of Compliance with the Relevant
          Servicing Criteria as of and for the fiscal year covered by the Form 10-K
          required to be filed pursuant to Section 6.21(b), including, if there has
          been
          any material instance of noncompliance with the Relevant Servicing Criteria,
          a
          discussion of each such failure and the nature and status thereof, and
          (D) a
          statement that a registered public accounting firm has issued an Accountant’s
          Attestation on such party’s Assessment of Compliance with the Relevant Servicing
          Criteria as of and for such period.

         


        
          
             

          

          
            101

            
              

            

          

          
             

          

        


        (b) No
          later
          than the end of each fiscal year for the Trust Fund for which a 10-K is
          required
          to be filed, each Servicer and the Master Servicer shall each forward to
          the
          Securities Administrator the name of each Servicing Function Participant
          engaged
          by it and what Relevant Servicing Criteria will be addressed in the Assessment
          of Compliance prepared by such Servicing Function Participant (provided,
          however, that the Master Servicer need not provide such information to
          the
          Securities Administrator so long as the Master Servicer and the Securities
          Administrator are the same person). When the Master Servicer and each Servicer
          (or any Servicing Function Participant engaged by them) submit their Assessments
          of Compliance to the Securities Administrator, such parties will also at
          such
          time include the Assessments of Compliance (and Accountant’s Attestation),
          pursuant to Sections 6.23 and 6.24, of each Servicing Function Participant
          engaged by it.

         

        (c) Promptly
          after receipt of each Assessment of Compliance, (i) the Depositor shall
          review
          each such report and, if applicable, consult with the Master Servicer,
          the
          Securities Administrator, a Servicer, the Custodian 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 of Compliance,
          taken individually, address the Relevant Servicing Criteria for each party
          as
          set forth on Exhibit N and on any similar exhibit set forth in each Servicing
          Agreement in respect of each Servicer and notify the Depositor of any
          exceptions. None of such parties will be required to deliver any such
          assessments until March 30 in any given year so long as it has received
          written
          confirmation from the Depositor that a Form 10-K is not required to be
          filed in
          respect of the Trust Fund for the preceding calendar year.

         

        (d) The
          Master Servicer shall include all Assessments of Compliance received by
          it from
          the Servicers with its own Assessment of Compliance to be submitted to
          the
          Securities Administrator pursuant to this Section.

         

        (e) In
          the
          event the Master Servicer, the Securities Administrator or any Servicing
          Function Participant engaged by any such party is terminated, assigns its
          rights
          and obligations under or resigns pursuant to, the terms of this Agreement,
          or
          any other applicable agreement, as the case may be, such party shall provide
          an
          Assessment of Compliance pursuant to this Section 6.23, or to such other
          applicable agreement, notwithstanding any termination, assignment or
          resignation.

         

        (f) The
          Master Servicer shall enforce any obligation of the Servicers and the Custodian,
          to the extent set forth in the related Servicing Agreement or the Custody
          Agreement, as applicable, to deliver to the Master Servicer an Assessment
          of
          Compliance within the time frame set forth in, and in such form and substance
          as
          may be required pursuant to, the related Servicing Agreement or the Custody
          Agreement, as applicable. The Master Servicer shall include such Assessment
          of
          Compliance with its own Assessment of Compliance to be submitted to the
          Securities Administrator pursuant to this Section.

         


        
          
             

          

          
            102

            
              

            

          

          
             

          

        


        
          	 	
                  Section
                    6.24 

                	
                  Accountant’s
                    Attestation. 

                


        

         

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

         

        (b) Promptly
          after receipt of such Accountant’s Attestations from the Master Servicer, each
          Servicer, each Custodian, the Securities Administrator or any Servicing
          Function
          Participant engaged by such parties, (i) the Depositor shall review the
          report
          and, if applicable, consult with such parties as to the nature of any defaults
          by such parties, in the fulfillment of any of each such party’s obligations
          hereunder or under any other applicable agreement, and (ii) the Securities
          Administrator shall confirm that each Assessment of Compliance is coupled
          with
          an Accountant’s Attestation meeting the requirements of this Section and notify
          the Depositor of any exceptions. None of such parties shall be required
          to
          deliver any such assessments until March 30 in any given year so long as
          it has
          received written confirmation from the Depositor that a Form 10-K is not
          required to be filed in respect of the Trust Fund for the preceding calendar
          year.

         

        (c) The
          Master Servicer shall include each Accountant’s Attestation furnished to it by
          the Servicers with its own Accountant’s Attestation to be submitted to the
          Securities Administrator pursuant to this Section.

         

        (d) In
          the
          event the Master Servicer, the Securities Administrator, the Custodian,
          any
          Servicer or Servicing Function Participant engaged by any such party, is
          terminated, assigns its rights and duties under, or resigns pursuant to
          the
          terms of, this Agreement, or the Custody Agreement, Servicing Agreement
          or
          sub-servicing agreement, as the case may be, such party shall at its own
          expense
          cause a registered public accounting firm to provide an Accountant’s Attestation
          pursuant to this Section 6.24, or other applicable agreement, notwithstanding
          any such termination, assignment or resignation.

         

        (e) The
          Master Servicer shall enforce any obligation of the Servicers and the Custodian,
          to the extent set forth in the related Servicing Agreement and the Custody
          Agreement, as applicable, to deliver to the Master Servicer an attestation
          as
          may be required pursuant to, the related Servicing Agreement or the Custody
          Agreement, as applicable. The Master Servicer shall include each such
          attestation with its own Accountant’s Attestation to be submitted to the
          Securities Administrator pursuant to this Section.

         

         

         


        
          
             

          

          
            103

            
              

            

          

          
             

          

        


         

        ARTICLE
          VII

         

        PURCHASE
          OF MORTGAGE LOANS AND

        TERMINATION
          OF THE TRUST FUND

         

        
          	 	
                  Section
                    7.01 

                	
                  Purchase
                    of Mortgage Loans; Termination of Trust Fund Upon Purchase or
                    Liquidation
                    of All Mortgage Loans.  

                


        

         

        (a) The
          respective obligations and responsibilities of the Trustee, the Securities
          Administrator and the Master Servicer created hereby (other than the obligation
          of the Securities Administrator to make payments to the Certificateholders
          as
          set forth in Section 7.02), shall terminate on the earliest of (i) the
          final
          payment or other liquidation of the last Mortgage Loan remaining in the
          Trust
          Fund and the disposition of all REO Property, (ii) the later of (A) the
          sale of
          all of the assets in Pool 1 in accordance with Section 7.01(b), if the
          Holder of
          the Class 1-LTR Certificate chooses to sell the assets in Pool 1 in connection
          with the redemption of the Group 1 Certificates and (B) the sale of all
          of the
          assets in Pool 2A, Pool 2B and Pool 2C (in the aggregate) in accordance
          with
          Section 7.01(c), if the Holder of the Class 2-LTR Certificate chooses to
          sell
          the assets in Pool 2A, Pool 2B and Pool 2C (in the aggregate) in connection
          with
          the redemption of the Group 2 Certificates and (iii) the Distribution Date
          immediately following the Latest Possible Maturity Date; provided,
          however,
          that in
          no event shall the Trust Fund created hereby continue beyond the expiration
          of
          21 years from the death of the last survivor of the descendants of Joseph
          P.
          Kennedy, the late Ambassador of the United States to the Court of St. James’s,
          living on the date hereof. Any termination of the Trust Fund shall be carried
          out in such a manner so that the termination of each REMIC included therein
          shall qualify as a “qualified liquidation” under the REMIC Provisions.


         

        (b) 
          The
          Holder of the Class 1-LTR Certificate shall have the option to instruct
          the
          Trustee to redeem the Group 1 Certificates, in whole but not in part, on
          any
          Distribution Date on or after the date on which the Aggregate Stated Principal
          Balance of Pool 1 is equal to or less than 20% of the Aggregate Stated
          Principal
          Balance of Pool 1 as of the Cut-off Date. If the Holder of the Class 1-LTR
          Certificate elects to cause a redemption of the Certificates, it shall,
          no later
          than 30 days prior to the Distribution Date selected for redemption (the
“Group
          1 Redemption Date”), deliver written notice to the Trustee and the Securities
          Administrator and either (a) deposit in the Distribution Account the Redemption
          Price for the Group 1 Certificates or (b) state in such notice that such
          Redemption Price shall be deposited in the Distribution Account not later
          than
          10:00 a.m., New York City time on the Group 1 Redemption Date. In connection
          with such redemption, if the Holder of the Class 1-LTR Certificate elects
          to
          liquidate the Pool 1 assets, such Holder shall cause the Trustee to cause
          each
          related REMIC to adopt a plan of complete liquidation by complying with
          the
          provisions of Section 7.03. If any Restricted Holder purchases (or provides
          financing for) the Group 1 Certificates, the purchase price to be paid
          by such
          Restricted Holder for the Pool 1 assets shall not be less than the fair
          market
          value of those assets, as determined by an appraiser or appraisers selected
          by
          the Depositor and agreed upon by the Trustee.

         


        
          
             

          

          
            104

            
              

            

          

          
             

          

        


        (c) The
          Holder of the Class 2-LTR Certificate shall have the option to instruct
          the
          Securities Administrator, on behalf of the Trustee, to redeem the Group
          2
          Certificates, in whole but not in part, on any Distribution Date on or
          after the
          date on which the sum of the Aggregate Stated Principal Balances of Pool
          2A,
          Pool 2B and Pool 2C, is equal to or less than 10% of the sum of the Aggregate
          Stated Principal Balance of Pool 2A, Pool 2B and Pool 2C as of the Cut-off
          Date.
          If the Holder of the Class 2-LTR Certificate elects to redeem the Certificates,
          it shall, no later than 30 days prior to the Distribution Date selected
          for
          redemption (the “Group 2 Redemption Date”), deliver written notice to the
          Trustee and the Securities Administrator and either (a) deposit in the
          Distribution Account the Redemption Price for the Group 2 Certificates
          or (b)
          state in such notice that such Redemption Price shall be deposited in the
          Distribution Account not later than 10:00 a.m., New York City time on the
          Group
          2 Redemption Date. In connection with such redemption, if the Holder of
          the
          Class 2-LTR Certificate elects to liquidate the Pool 2A, Pool 2B and Pool
          2C
          assets, such Holder shall cause the Trustee to cause each related REMIC
          to adopt
          a plan of complete liquidation by complying with the provisions of Section
          7.03.

         

        (d) The
          Depositor, the Master Servicer, each Servicer, the Securities Administrator
          and
          the Custodian shall be reimbursed from the related Redemption Price, for
          any
          Advances, Servicer Advances, accrued and unpaid Servicing Fees and Master
          Servicing Fees or other amounts with respect to the related Mortgage Loans
          that
          are reimbursable to such parties under this Agreement, the related Servicing
          Agreement or the Custody Agreement.

         

        Section
          7.02  Procedure
          Upon Redemption and Termination of Trust Fund.  

         

        (a) If
          on any
          Determination Date the Master Servicer determines that there are no outstanding
          Mortgage Loans, and no other funds or assets in the Trust Fund other than
          the
          funds in the Distribution Account, the Master Servicer shall direct the
          Securities Administrator promptly to send a final distribution notice to
          each
          Certificateholder. Such notice shall specify (A) the Distribution Date
          upon
          which final distribution on the Certificates of all amounts required to
          be
          distributed to Certificateholders pursuant to Section 5.02 will be made
          upon
          presentation and surrender of the Certificates at the Certificate Registrar’s
          Corporate Trust Office, and (B) that the Record Date otherwise applicable
          to
          such Distribution Date is not applicable, distribution being made only
          upon
          presentation and surrender of the Certificates at the office or agency
          of the
          Certificate Registrar therein specified. The Securities Administrator shall
          give
          such notice to the Trustee, the Master Servicer and the Certificate Registrar
          at
          the time such notice is given to Holders of the Certificates. Upon any
          such
          termination, the duties of the Certificate Registrar with respect to the
          Certificates shall terminate.

         

        Upon
          termination of the Trust Fund, the Securities Administrator shall terminate,
          or
          request the Master Servicer to terminate, the Distribution Account and
          any other
          account or fund maintained with respect to the Certificates, subject to
          the
          Securities Administrator’s obligation hereunder to hold all amounts payable to
          Certificateholders in trust without interest pending such payment.

         


        
          
             

          

          
            105

            
              

            

          

          
             

          

        


        (b) In
          the
          event that all of the Holders do not surrender their Certificates for
          cancellation within three months after the time specified in the termination
          notice, the Securities Administrator shall give a second written notice
          to the
          remaining Certificateholders to surrender their Certificates for cancellation
          and receive the final distribution with respect thereto. If within one
          year
          after the second notice any Certificates shall not have been surrendered
          for
          cancellation, the Securities Administrator may take appropriate steps to
          contact
          the remaining Certificateholders concerning surrender of such Certificates,
          and
          the cost thereof shall be paid out of the amounts distributable to such
          Holders.
          If within two years after the second notice any Certificates shall not
          have been
          surrendered for cancellation, the Securities Administrator shall, subject
          to
          applicable state law relating to escheatment, hold all amounts distributable
          to
          such Holders for the benefit of such Holders. No interest shall accrue
          on any
          amount held by the Securities Administrator and not distributed to a
          Certificateholder due to such Certificateholder’s failure to surrender its
          Certificate(s) for payment of the final distribution thereon in accordance
          with
          this Section.

         

        (c) Any
          reasonable expenses incurred by the Securities Administrator or the Trustee
          in
          connection with any redemption or termination or liquidation of the Trust
          Fund
          shall be reimbursed from proceeds received from the liquidation of the
          Trust
          Fund.

         

        Section
          7.03  Additional
          REMIC Related Termination Requirements.  

         

        (a) Any
          termination of a REMIC shall be effected in accordance with the following
          additional requirements, unless the Securities Administrator and the Trustee
          receive an Opinion of Counsel (at the expense of the Depositor), addressed
          to
          the Securities Administrator and the Trustee to the effect that the failure
          of
          the Trust Fund to comply with the requirements of this Section 7.03 will
          not
          result in an Adverse REMIC Event:

         

        (i)
           Within
          89
          days prior to the time of the making of the final payment on the Certificates
          related to such REMIC, upon notification by the Holder of the Class 1-LTR
          or
          Class 2-LTR Certificate that it intends to exercise its option to cause
          the
          termination of the related REMICs, the Trustee shall adopt a plan of complete
          liquidation of the related REMICs, meeting the requirements of a qualified
          liquidation under the REMIC Provisions;

         

        (ii)
           Any
          sale
          of the assets of Pool 1 or the assets of Pool 2A, Pool 2B and Pool 2C (in
          the
          aggregate) the Trust Fund pursuant to Section 7.01 shall be a sale for
          cash and
          shall occur at or after the time of adoption of such a plan of complete
          liquidation and prior to the time of making of the final payment on or
          credit to
          the related Certificates, and upon the closing of such a sale, the Trustee
          shall
          deliver or cause the Custodian to deliver the assets to the purchaser thereof
          as
          instructed by the Holder of the Class 1-LTR Certificate or the Holder of
          the
          Class 2-LTR Certificate, as applicable;

         

        (iii)
           On
          the
          date specified for final payment of the Certificates related to such REMICs,
          the
          Securities Administrator shall make final distributions of principal and
          interest on the Certificates in accordance with Section 5.02 and, after
          payment
          of, or provision for any outstanding expenses, distribute or credit, or
          cause to
          be distributed or credited, to the Holders of the Residual Certificates
          related
          to such REMICs all cash on hand after such final payment (other than cash
          retained to meet claims), and such REMICs shall terminate at that time;
          and

         


        
          
             

          

          
            106

            
              

            

          

          
             

          

        


        (iv)
           In
          no
          event may the final payment on or credit to the Certificates related to
          such
          REMICs or the final distribution or credit to the Holders of the Residual
          Certificates related to such REMICs be made after the 89th day from the
          date on
          which the plan of complete liquidation is adopted.

         

        (b) By
          its
          acceptance of a Residual Certificate, each Holder thereof hereby agrees
          to
          accept the plan of complete liquidation adopted by the Trustee under this
          Section and to take such other action in connection therewith as may be
          reasonably requested by the Securities Administrator or any
          Servicer.

         

         

        ARTICLE
          VIII

         

        RIGHTS
          OF
          CERTIFICATEHOLDERS

         

        Section
          8.01  Limitation
          on Rights of Holders.  

         

        (a) The
          death
          or incapacity of any Certificateholder shall not operate to terminate this
          Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
          representatives or heirs to claim an accounting or take any action or proceeding
          in any court for a partition or winding up of this Trust Fund, nor otherwise
          affect the rights, obligations and liabilities of the parties hereto or
          any of
          them. Except as otherwise expressly provided herein, no Certificateholder,
          solely by virtue of its status as a Certificateholder, shall have any right
          to
          vote or in any manner otherwise control the Master Servicer or 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 person by reason of any action taken by the
          parties
          to this Agreement pursuant to any provision hereof.

         

        (b) No
          Certificateholder, solely by virtue of its status as Certificateholder,
          shall
          have any right by virtue or by availing of any provision of this Agreement
          to
          institute any suit, action or proceeding in equity or at law upon or under
          or
          with respect to this Agreement, unless such Holder previously shall have
          given
          to the Trustee a written notice of an Event of Default and of the continuance
          thereof, as hereinbefore provided, and unless also the Holders of Certificates
          evidencing not less than 25% of the Class Principal Amount or Class Notional
          Amount (or Percentage Interest) of Certificates of each Class affected
          thereby
          shall have made written request upon the Trustee to institute such action,
          suit
          or proceeding in its own name as Trustee hereunder and shall have offered
          to the
          Trustee such reasonable indemnity as it may require against the cost, expenses
          and liabilities to be incurred therein or thereby, and the Trustee, for
          sixty
          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
          and
          no direction inconsistent with such written request has been given such
          Trustee
          during such sixty-day period by such Certificateholders; it being understood
          and
          intended, and being expressly covenanted by each Certificateholder with
          every
          other Certificateholder, the Securities Administrator and the Trustee,
          that no
          one or more Holders of Certificates shall have any right in any manner
          whatever
          by virtue or by availing of any provision of this Agreement to affect,
          disturb
          or prejudice the rights of the Holders of any other of such Certificates,
          or to
          obtain or seek to obtain priority over or preference to any other such
          Holder,
          or to enforce any right under this Agreement, except in the manner herein
          provided and for the benefit of all Certificateholders. For the protection
          and
          enforcement of the provisions of this Section, each and every Certificateholder
          and the Trustee shall be entitled to such relief as can be given either
          at law
          or in equity.

         


        
          
             

          

          
            107

            
              

            

          

          
             

          

        


        Section
          8.02  Access
          to
          List of Holders.  

         

        (a) If
          the
          Trustee is not acting as Certificate Registrar, the Certificate Registrar
          will
          furnish or cause to be furnished to the Trustee, within fifteen days after
          receipt by the Certificate Registrar of a request by the Trustee in writing,
          a
          list, in such form as the Trustee may reasonably require, of the names
          and
          addresses of the Certificateholders of each Class as of the most recent
          Record
          Date.

         

        (b) If
          three
          or more Holders or Certificate Owners (hereinafter referred to as “Applicants”)
          apply in writing to the Certificate Registrar, and such application states
          that
          the Applicants desire to communicate with other Holders with respect to
          their
          rights under this Agreement or under the Certificates and is accompanied
          by a
          copy of the communication which such Applicants propose to transmit, then
          the
          Certificate Registrar shall, within five Business Days after the receipt
          of such
          application, afford such Applicants reasonable access during the normal
          business
          hours of the Certificate Registrar to the most recent list of Certificateholders
          held by the Certificate Registrar or shall, as an alternative, send, at
          the
          Applicants’ expense, the written communication proffered by the Applicants to
          all Certificateholders at their addresses as they appear in the Certificate
          Register.

         

        (c) Every
          Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
          and holding a Certificate, agrees with the Depositor, the Master Servicer,
          the
          Securities Administrator, the Certificate Registrar and the Trustee that
          neither
          the Depositor, the Master Servicer, the Securities Administrator, the
          Certificate Registrar nor the Trustee shall be held accountable by reason
          of the
          disclosure of any such information as to the names and addresses of the
          Certificateholders hereunder, regardless of the source from which such
          information was derived.

         

        Section
          8.03  Acts
          of
          Holders of Certificates.  

         

        (a) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Agreement to be given or taken by Holders or Certificate
          Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced
          by
          one or more instruments of substantially similar tenor signed by such Holders
          in
          person or by agent duly appointed in writing; and, except as herein otherwise
          expressly provided, such action shall become effective when such instrument
          or
          instruments are delivered to the Trustee and the Securities Administrator
          and,
          where expressly required herein, to the Master Servicer. Such instrument
          or
          instruments (as the action embodies therein and evidenced thereby) are
          herein
          sometimes referred to as an “Act” of the Holders signing such instrument or
          instruments. Proof of execution of any such instrument or of a writing
          appointing any such agents shall be sufficient for any purpose of this
          Agreement
          and conclusive in favor of the Trustee, the Securities Administrator and
          the
          Master Servicer, if made in the manner provided in this Section. Each of
          the
          Trustee, the Securities Administrator and the Master Servicer shall promptly
          notify the others of receipt of any such instrument by it, and shall promptly
          forward a copy of such instrument to the others.

         


        
          
             

          

          
            108

            
              

            

          

          
             

          

        


        (b) The
          fact
          and date of the execution by any Person of any such instrument or writing
          may be
          proved by the affidavit of a witness of such execution or by the certificate
          of
          any notary public or other officer authorized by law to take acknowledgments
          or
          deeds, certifying that the individual signing such instrument or writing
          acknowledged to him the execution thereof. Whenever such execution is by
          an
          officer of a corporation or a member of a partnership on behalf of such
          corporation or partnership, such certificate or affidavit shall also constitute
          sufficient proof of his authority. The fact and date of the execution of
          any
          such instrument or writing, or the authority of the individual executing
          the
          same, may also be proved in any other manner which the Trustee or the Securities
          Administrator deems sufficient.

         

        (c) The
          ownership of Certificates (whether or not such Certificates shall be overdue
          and
          notwithstanding any notation of ownership or other writing thereon made
          by
          anyone other than the Trustee) shall be proved by the Certificate Register,
          and
          neither the Trustee, the Securities Administrator, the Master Servicer,
          nor the
          Depositor shall be affected by any notice to the contrary.

         

        (d) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action by the Holder of any Certificate shall bind every future Holder
          of the
          same Certificate and the Holder of every Certificate issued upon the
          registration of transfer thereof or in exchange therefor or in lieu thereof,
          in
          respect of anything done, omitted or suffered to be done by the Trustee,
          the
          Securities Administrator or the Master Servicer in reliance thereon, whether
          or
          not notation of such action is made upon such Certificate.

         

         

        ARTICLE
          IX

         

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

        BY
          THE MASTER SERVICER

         

        
          	 	
                  Section
                    9.01 

                	
                  Duties
                    of the Master Servicer; Enforcement of Servicer's and Master
                    Servicer's
                    Obligations.  

                


        

         

        (a) The
          Master Servicer, on behalf of the Trustee, the Depositor and the
          Certificateholders shall, from and after the Closing Date, monitor the
          performance of the Servicers under the Servicing Agreements, and shall
          use its
          reasonable good faith efforts to cause the Servicers duly and punctually
          to
          perform all of their duties and obligations thereunder. Upon the occurrence
          of a
          default of which an Authorized Officer of the Master Servicer has actual
          knowledge under a Servicing Agreement, the Master Servicer shall promptly
          notify
          the Trustee thereof, and shall specify in such notice the action, if any,
          the
          Master Servicer is taking in respect of such default. So long as any such
          default shall be continuing, the Master Servicer may, and shall if it determines
          such action to be in the best interests of Certificateholders, (i) terminate
          all
          of the rights and powers of such Servicer pursuant to the applicable provisions
          of the Servicing Agreement; (ii) exercise any rights it may have to enforce
          the
          Servicing Agreement against such Servicer; and/or (iii) waive any such
          default
          under the Servicing Agreement or take any other action with respect to
          such
          default as is permitted thereunder. In addition, under the Servicing Agreements,
          the Master Servicer shall be obligated to perform (as agent on behalf of
          the
          Depositor) with respect to the Mortgage Loans, certain of the Depositor’s
          default administration obligations hereunder and under the Servicing Agreements.
          Notwithstanding any provision of this Agreement or any Servicing Agreement
          to
          the contrary, the Master Servicer shall have no duty or obligation to supervise,
          monitor or oversee the activities of, or to enforce the obligations of,
          any
          Servicer under its Servicing Agreement with respect to any Additional Collateral
          or any Limited Purpose Surety Bond relating thereto, including, without
          limitation, the collection of any amounts owing to the Trust Fund in respect
          thereof (unless and until the Master Servicer shall have assumed the obligations
          of such Servicer as successor servicer under the related Servicing Agreement
          pursuant to this Section 9.01, in which case, as successor servicer, it
          shall be
          bound to serve and administer the Additional Collateral and any related
          Limited
          Purpose Surety Bond in accordance with the provisions of such Servicing
          Agreement).

         


        
          
             

          

          
            109

            
              

            

          

          
             

          

        


        (b) Upon
          any
          termination by the Master Servicer of a Servicer’s rights and powers pursuant to
          its Servicing Agreement, the rights and powers of the Servicer with respect
          to
          the Mortgage Loans shall vest in the Master Servicer and the Master Servicer
          shall be the successor in all respects to such Servicer in its capacity
          as
          Servicer with respect to such Mortgage Loans under the related Servicing
          Agreement, unless or until the Master Servicer shall have appointed, with
          the
          consent of the Trustee and the Rating Agencies, such consent not to be
          unreasonably withheld, and in accordance with the applicable provisions
          of the
          Servicing Agreement, a new Fannie Mae- or FHLMC-approved Person that is
          a member
          in good standing of MERS to serve as successor to the Servicer; provided,
          however,
          that no
          Trustee consent or Rating Agency approval shall be required if the successor
          servicer is a Person that was a Servicer on the Closing Date; provided,
          further,
          that it
          is understood and agreed 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 a successor servicer (including the Master Servicer).
          With
          such consent, the Master Servicer may elect to continue to serve as successor
          servicer under the Servicing Agreement. Upon appointment of a successor
          servicer, as authorized under this Section 9.01(b), unless the successor
          servicer shall have assumed the obligation of the terminated Servicer under
          such
          Servicing Agreement, the Master Servicer, the Trustee and such successor
          servicer shall enter into a servicing agreement in a form substantially
          similar
          to the affected Servicing Agreement. In connection with any such appointment,
          the Master Servicer may make such arrangements for the compensation of
          such
          successor as it and such successor shall agree, but in no event shall such
          compensation of any successor servicer (including the Master Servicer)
          be in
          excess of that payable to the Servicer under the affected Servicing Agreement.
          

         


        
          
             

          

          
            110

            
              

            

          

          
             

          

        


        The
          Master Servicer shall pay the costs of such enforcement (including the
          termination of any Servicer, the appointment of a successor servicer or
          the
          transfer and assumption of the servicing by the Master Servicer) at its
          own
          expense and shall be reimbursed therefor initially (i) by the terminated
          Servicer, (ii) from a general recovery resulting from such enforcement
          only to
          the extent, if any, that such recovery exceeds all amounts due in respect
          of the
          related Mortgage Loans, (iii) from a specific recovery of costs, expenses
          or
          attorney’s fees against the party against whom such enforcement is directed, or
          (iv) to the extent that such amounts described in (i)-(iii) above are
          insufficient to reimburse the Master Servicer for such costs of enforcement,
          from the Trust Fund, as provided in Section 9.04.

         

        If
          the
          Master Servicer assumes the servicing with respect to any of the Mortgage
          Loans,
          it will not assume liability for the representations and warranties of
          any
          Servicer it replaces or for the errors or omissions of such
          Servicer.

         

        (c) Upon
          any
          termination of a Servicer’s rights and powers pursuant to its Servicing
          Agreement, the Master Servicer shall promptly notify the Trustee and the
          Rating
          Agencies, specifying in such notice that the Master Servicer or any successor
          servicer, as the case may be, has succeeded the Servicer under the Servicing
          Agreement, which notice shall also specify the name and address of any
          such
          successor servicer. 

         

        (d) Unless
          otherwise specified herein, the provisions of Section 9.01(b) (relating
          to the
          Fannie Mae- and Freddie Mac- approval and MERS membership of any successor
          servicer, the form of any servicing agreement to be entered into by such
          successor servicer and the amount of compensation payable thereunder) and
          the
          provisions of Section 9.01(c) (relating to notices to the Trustee, the
          Securities Administrator and the Rating Agencies) shall apply to any proposed
          transfer or assignment by the Seller of its rights under any
          Servicing Agreement or of the servicing thereunder or delegation of its
          rights
          or duties thereunder or any portion thereof to any other Person other than
          the
          initial Servicer under such Servicing Agreement; provided that the Seller
          shall
          not be required to provide prior notice to
          anyone other than the Master Servicer of any transfer of servicing that
          occurs
          within four months following the Closing Date to an entity that is a Servicer
          on
          the Closing Date. In addition, neither the Depositor nor the Trustee shall
          consent to the assignment by any Servicer of such Servicer’s rights and
          obligations under the Servicing Agreement to a successor servicer other
          than a
          Person that was a Servicer on the Closing Date without the prior written
          consent
          of the Master Servicer, which consent shall not be unreasonably
          withheld.

         

        In
          connection with any transfer of servicing (whether to another initial Servicer,
          or otherwise), the Seller shall, at its cost and expense, take such steps,
          or
          cause the terminated Servicer to take such steps, as may be necessary or
          appropriate to effectuate and evidence the transfer of the servicing of
          the
          Mortgage Loans to such successor servicer, including, but not limited to,
          the
          following: (A) to the extent required by the terms of the Mortgage Loans
          and by
          applicable federal and state laws and regulations, the Seller shall cause
          the
          prior Servicer to timely mail to each obligor under a Mortgage Loan any
          required
          notices or disclosures describing the transfer of servicing of the Mortgage
          Loans to the successor servicer; (B) prior to the effective date of such
          transfer of servicing, the Seller shall cause the prior Servicer to transmit
          to
          any related insurer notification of such transfer of servicing; (C) on
          or prior
          to the effective date of such transfer of servicing, the Seller shall cause
          the
          prior Servicer to deliver to the successor servicer all Mortgage Documents
          and
          any related records or materials; (D) on or prior to the effective date
          of such
          transfer of servicing, the Seller shall cause the prior Servicer to transfer
          to
          the successor servicer all funds held by the prior Servicer in respect
          of the
          Mortgage Loans; (E) on or prior to the effective date of such transfer
          of
          servicing, the Seller shall cause the prior Servicer to, after the effective
          date of the transfer of servicing to the successor servicer, continue to
          forward
          to such successor servicer, within one Business Day of receipt, the amount
          of
          any payments or other recoveries received by the prior Servicer, and to
          notify
          the successor servicer of the source and proper application of each such
          payment
          or recovery; and (F) the Seller shall cause the prior Servicer to, after
          the
          effective date of transfer of servicing to the successor servicer, continue
          to
          cooperate with the successor servicer to facilitate such transfer in such
          manner
          and to such extent as the successor servicer may reasonably request.
          Notwithstanding the foregoing, the prior Servicer shall be obligated to
          perform
          the items listed above to the extent provided in the Servicing
          Agreement.

         


        
          
             

          

          
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                  Section
                    9.02 

                	
                  Assumption
                    of Master Servicing by Trustee.  

                


        

         

        (a) In
          the
          event the Master Servicer shall for any reason no longer be the Master
          Servicer
          (including by reason of any Event of Default under this Agreement), the
          Trustee
          shall thereupon, in accordance with the terms of Section 6.14 hereof, assume
          all
          of the rights and obligations of such Master Servicer hereunder and under
          each
          Servicing Agreement entered into with respect to the Mortgage Loans or
          shall
          appoint as successor master servicer a Fannie-Mae or FHLMC-approved servicer
          that is acceptable to the Depositor and the Rating Agencies. The Trustee,
          its
          designee or any successor master servicer appointed by the Trustee shall
          be
          deemed to have assumed all of the Master Servicer’s interest herein and therein
          to the same extent as if such Servicing Agreement had been assigned to
          the
          assuming party, except that the Master Servicer shall not thereby be relieved
          of
          any liability or obligations of the Master Servicer under such Servicing
          Agreement accruing prior to its replacement as Master Servicer, and shall
          be
          liable to the Trustee, and hereby agrees to indemnify and hold harmless
          the
          Trustee from and against all costs, damages, expenses and liabilities (including
          reasonable attorneys’ fees) incurred by the Trustee as a result of such
          liability or obligations of the Master Servicer and in connection with
          the
          Trustee’s assumption (but not its performance, except to the extent that costs
          or liability of the Trustee are created or increased as a result of negligent
          or
          wrongful acts or omissions of the Master Servicer prior to its replacement
          as
          Master Servicer) of the Master Servicer’s obligations, duties or
          responsibilities thereunder.

         

        (b) The
          Master Servicer that has been terminated shall, upon request of the Trustee
          but
          at the expense of such Master Servicer, deliver to the assuming party all
          documents and records relating to each Servicing Agreement and the related
          Mortgage Loans and an accounting of amounts collected and held by it and
          otherwise use its best efforts to effect the orderly and efficient transfer
          of
          each Servicing Agreement to the assuming party.

         


        
          
             

          

          
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        Section
          9.03  Representations
          and Warranties of the Master Servicer.  

         

        (a) The
          Master Servicer hereby represents and warrants to the Depositor, the Securities
          Administrator and the Trustee, for the benefit of the Certificateholders,
          as of
          the Closing Date that:

         

        (i)
           it
          is
          validly existing and in good standing under the laws of the United States
          of
          America as a national banking association, and as Master Servicer has full
          power
          and authority to transact any and all business contemplated by this Agreement
          and to execute, deliver and comply with its obligations under the terms
          of this
          Agreement, the execution, delivery and performance of which have been duly
          authorized by all necessary corporate action on the part of the Master
          Servicer;

         

        (ii)
           the
          execution and delivery of this Agreement by the Master Servicer and its
          performance and compliance with the terms of this Agreement will not (A)
          violate
          the Master Servicer’s charter or bylaws, (B) violate any law or regulation or
          any administrative decree or order to which it is subject or (C) 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 contract,
          agreement or other instrument to which the Master Servicer is a party or
          by
          which it is bound or to which any of its assets are subject, which violation,
          default or breach would materially and adversely affect the Master Servicer’s
          ability to perform its obligations under this Agreement;

         

        (iii)
           this
          Agreement constitutes, assuming due authorization, execution and delivery
          hereof
          by the other respective parties hereto, a legal, valid and binding obligation
          of
          the Master Servicer, enforceable against it in accordance with the terms
          hereof,
          except as such enforcement may be limited by bankruptcy, insolvency,
          reorganization, moratorium and other laws affecting the enforcement of
          creditors’ rights in general, and by general equity principles (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law);

         

        (iv)
           the
          Master Servicer is not in default with respect to any order or decree of
          any
          court or any order or regulation of any federal, state, municipal or
          governmental agency to the extent that any such default would materially
          and
          adversely affect its performance hereunder;

         

        (v)
           the
          Master Servicer is not a party to or bound by any agreement or instrument
          or
          subject to any charter provision, bylaw or any other corporate restriction
          or
          any judgment, order, writ, injunction, decree, law or regulation that may
          materially and adversely affect its ability as Master Servicer to perform
          its
          obligations under this Agreement or that requires the consent of any third
          person to the execution of this Agreement or the performance by the Master
          Servicer of its obligations under this Agreement; 

         

        (vi)
           no
          litigation is pending or, to the best of the Master Servicer’s knowledge,
          threatened against the Master Servicer which would prohibit its entering
          into
          this Agreement or performing its obligations under this Agreement;

         


        
          
             

          

          
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        (vii)
           the
          Master Servicer, or an affiliate thereof the primary business of which
          is the
          servicing of conventional residential mortgage loans, is a Fannie Mae-
          or
          FHLMC-approved seller/servicer;

         

        (viii)
           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 of the transactions contemplated by this Agreement, except
          for such
          consents, approvals, authorizations and orders (if any) as have been obtained;
          and

         

        (ix)
           the
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Master Servicer;

         

        (b) It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section shall survive the execution and delivery of this Agreement. In
          addition
          to any indemnity required pursuant to Section 11.16 hereof, the Master
          Servicer
          shall indemnify the Depositor, the Securities Administrator and the Trustee
          and
          hold them harmless against any loss, damages, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and other costs and expenses resulting
          from any claim, demand, defense or assertion based on or grounded upon,
          or
          resulting from, a material breach of the Master Servicer’s representations and
          warranties contained in Section 9.03(a) or any failure by the Master Servicer
          to
          deliver any information, report, certification, accountants’ letter or other
          material when and as required under this Agreement. It is understood and
          agreed
          that the enforcement of the obligation of the Master Servicer set forth
          in this
          Section to indemnify the Depositor, the Securities Administrator and the
          Trustee
          as provided in this Section constitutes the sole remedy (other than as
          set forth
          in Section 6.14) of the Depositor, the Securities Administrator and the
          Trustee,
          respecting a breach of the foregoing representations and warranties. Such
          indemnification shall survive any termination of the Master Servicer as
          Master
          Servicer hereunder, and any termination of this Agreement.

         

        Any
          cause
          of action against the Master Servicer relating to or arising out of the
          breach
          of any representations and warranties made in this Section shall accrue
          upon
          discovery of such breach by either the Depositor, the Master Servicer or
          the
          Trustee or notice thereof by any one of such parties to the other
          parties.

         

        Section
          9.04  Compensation
          to the Master Servicer.  

         

        The
          Master Servicer shall be entitled to be paid by the Trust Fund, and either
          retain or withdraw from the Distribution Account, (i) its Master Servicing
          Fee
          with respect to each Distribution Date, (ii) amounts necessary to reimburse
          itself for any previously unreimbursed Advances, Servicer Advances and
          Nonrecoverable Advances in accordance with the definition of “Available
          Distribution Amount” and (iii) amounts representing assumption fees, late
          payment charges or other ancillary income not included in the definition
          of
“Available Distribution Amount” and which are not required to be remitted by the
          Servicers to the Securities Administrator or deposited by the Securities
          Administrator into the Distribution Account. 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.

         


        
          
             

          

          
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        In
          addition, Depositor agrees, except as otherwise expressly provided herein,
          to
          reimburse the Master Servicer, upon its request, for all reasonable expenses,
          disbursements and advances incurred or made by the Master Servicer in connection
          with the performance of its duties hereunder (including the reasonable
          compensation and the expenses and disbursements of its agents and counsel),
          to
          the extent not otherwise reimbursed pursuant to this Agreement, except
          any such
          expense, disbursement or advance as may be attributable to its willful
          misfeasance, bad faith or negligence.

         

        Section
          9.05  Merger
          or
          Consolidation.  

         

        Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that the
          successor or resulting Person to the Master Servicer or its Affiliate whose
          primary business is the servicing of conventional residential mortgage
          loans
          shall be a Person that shall be qualified and approved to service mortgage
          loans
          for Fannie Mae or FHLMC and shall have a net worth of not less than
          $15,000,000.

         

        Section
          9.06  Resignation
          of Master Servicer.  

         

        Except
          as
          otherwise provided in Sections 9.05 and 9.07 hereof, the Master Servicer
          shall
          not resign from the obligations and duties hereby imposed on it unless
          the
          Master Servicer’s duties hereunder are no longer permissible under applicable
          law or are in material conflict by reason of applicable law with any other
          activities carried on by it and cannot be cured. Any such determination
          permitting the resignation of the Master Servicer shall be evidenced by
          an
          Opinion of Counsel that shall be Independent to such effect delivered to
          the
          Trustee. No such resignation shall become effective until the Trustee shall
          have
          assumed, or a successor master servicer shall have been appointed by the
          Trustee
          and until such successor shall have assumed, the Master Servicer’s
          responsibilities and obligations under this Agreement. Notice of such
          resignation shall be given promptly by the Master Servicer and the Depositor
          to
          the Trustee.

         

        If,
          at
          any time, the Master Servicer resigns under this Section 9.06, or transfers
          or
          assigns its rights and obligations under Section 9.07, or is removed as
          Master
          Servicer pursuant to Section 6.14, then at such time as Wells Fargo Bank,
          N.A.
          also shall resign (and shall be entitled to resign) as Securities Administrator,
          Paying Agent, Authenticating Agent and Certificate Registrar under this
          Agreement. In such event, the obligations of each such party shall be assumed
          by
          the Trustee or such successor master servicer appointed by the Trustee
          (subject
          to the provisions of Section 9.02(a)).

         


        
          
             

          

          
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        Section
          9.07  Assignment
          or Delegation of Duties by the Master Servicer.  

         

        Except
          as
          expressly provided herein, the Master 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 Master Servicer
          hereunder; provided,
          however,
          that the
          Master Servicer shall have the right with the prior written consent of
          the
          Trustee and the Depositor (which consent shall not be unreasonably withheld),
          and upon delivery to the Trustee and the Depositor of a letter from each
          Rating
          Agency to the effect that such action shall not result in a downgrading
          of the
          Certificates, to delegate or assign to or subcontract with or authorize
          or
          appoint any qualified Person to perform and carry out any duties, covenants
          or
          obligations to be performed and carried out by the Master Servicer hereunder.
          Notice of such permitted assignment shall be given promptly by the Master
          Servicer to the Depositor and the Trustee. If, pursuant to any provision
          hereof,
          the duties of the Master Servicer are transferred to a successor master
          servicer, the entire amount of the Master Servicing Fees and other compensation
          payable to the Master Servicer pursuant hereto shall thereafter be payable
          to
          such successor master servicer. Such successor master servicer shall also
          pay
          the fees of the Trustee and the Securities Administrator, as provided
          herein.

         

        Section
          9.08  Limitation
          on Liability of the Master Servicer and Others. 

         

        Neither
          the Master Servicer nor any of the directors, officers, employees or agents
          of
          the Master Servicer shall be under any liability to the Trustee or the
          Certificateholders for any action taken or for refraining from the taking
          of any
          action in good faith pursuant to this Agreement, or for errors in judgment;
          provided,
          however,
          that
          this provision shall not protect the Master Servicer or any such person
          against
          any liability that would otherwise be imposed by reason of willful misfeasance,
          bad faith or negligence in its performance of its duties or by reason of
          reckless disregard for its obligations and duties under this Agreement.
          The
          Master Servicer and any director, officer, employee or agent of 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.
          The Master Servicer shall be under no obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties to master
          service
          the Mortgage Loans in accordance with this Agreement and that in its opinion
          may
          involve it in any expenses or liability; provided,
          however,
          that the
          Master Servicer may in its sole discretion undertake any such action that
          it may
          deem necessary or desirable in 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 shall be expenses, costs and liabilities
          of the
          Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
          out of the Distribution Account.

         

        The
          Master Servicer shall not be liable for any acts or omissions of any Servicer
          except to the extent that damages or expenses are incurred as a result
          of such
          act or omissions and such damages and expenses would not have been incurred
          but
          for the negligence, willful misfeasance, bad faith or recklessness of the
          Master
          Servicer in supervising, monitoring and overseeing the obligations of the
          Servicers in this Agreement.

         


        
          
             

          

          
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        Section
          9.09  Indemnification;
          Third-Party Claims.  

         

        In
          addition to any indemnity required pursuant to Section 11.16 hereof, the
          Master
          Servicer agrees to indemnify the Depositor, the Securities Administrator
          and the
          Trustee, and hold them harmless against any and all claims, losses, penalties,
          fines, forfeitures, legal fees and related costs, judgments, and any other
          costs, liability, fees and expenses that the Depositor, the Securities
          Administrator or the Trustee may sustain as a result of the Master Servicer’s
          willful misfeasance, bad faith or negligence in the performance of its
          duties
          hereunder or by reason of its reckless disregard for its obligations and
          duties
          under this Agreement. The Depositor, the Securities Administrator and the
          Trustee shall immediately notify the Master Servicer if a claim is made
          by a
          third party with respect to this Agreement or the Mortgage Loans that such
          party
          believes entitles it to indemnification under this Section 9.09, and immediately
          upon discharge and satisfaction of any such judgment or decree which may
          be
          entered against it or them in respect of such claim, the Master Servicer
          shall
          indemnify such party for such claim, losses, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and any other costs, liability,
          fees
          and expenses in connection therewith. This indemnification shall survive
          the
          termination of this Agreement and the resignation or removal of the Master
          Servicer.

         

        Section
          9.10  Master
          Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
          Policy.  

         

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

         

         

        ARTICLE
          X

         

        REMIC
          ADMINISTRATION

         

        Section
          10.01  REMIC
          Administration.  

         

        (a) REMIC
          elections as set forth in the Preliminary Statement to this Agreement shall
          be
          made on Forms 1066 or other appropriate federal tax or information return
          for
          the taxable year ending on the last day of the calendar year in which the
          Certificates are issued. The regular interests and residual interest in
          each
          REMIC shall be as designated in the Preliminary Statement to this
          Agreement.

         

        (b) The
          Closing Date is hereby designated as the “Startup Day” of each REMIC within the
          meaning of section 86OG(a)(9) of the Code. The “latest possible maturity date”
for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible
          Maturity Date.

         

        (c) The
          Securities Administrator shall represent the Trust Fund in any administrative
          or
          judicial proceeding relating to an examination or audit by any governmental
          taxing authority with respect thereto. The Securities Administrator shall
          pay
          any and all tax related expenses (not including taxes) of each REMIC, including
          but not limited to any professional fees or expenses related to audits
          or any
          administrative or judicial proceedings with respect to such REMIC that
          involve
          the Internal Revenue Service or state tax authorities, but only to the
          extent
          that (i) such expenses are ordinary or routine expenses, including expenses
          of a
          routine audit but not expenses of litigation (except as described in (ii));
          or
          (ii) such expenses or liabilities (including taxes and penalties) are
          attributable to the negligence or willful misconduct of the Securities
          Administrator in fulfilling its duties hereunder (including its duties
          as tax
          return preparer). The Securities Administrator shall be entitled to
          reimbursement of expenses to the extent provided in clause (i) above from
          the
          Distribution Account, provided,
          however,
          the
          Securities Administrator shall not be entitled to reimbursement for expenses
          incurred in connection with the preparation of tax returns and other reports
          as
          required by Section 6.20 and this Section.

         


        
          
             

          

          
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        (d) The
          Securities Administrator shall prepare, and the Trustee shall sign and
          file, as
          instructed by the Securities Administrator, all of each REMIC’s federal and
          appropriate state tax and information returns as such REMIC’s direct
          representative. The expenses of preparing and filing such returns shall
          be borne
          by the Securities Administrator.
          In preparing such returns, the Securities Administrator shall, with respect
          to
          each REMIC created hereunder other than the Group 1 Upper-Tier REMIC and
          Group 2
          Upper-Tier REMIC (each such REMIC, a “Non-Upper-Tier REMIC”): (i) treat the
          accrual period for interests in such Non-Upper-Tier REMIC as the calendar
          month;
          (ii) account for distributions made from such Non-Upper-Tier REMIC as made
          on
          the first day of each succeeding calendar month; (iii) account for income
          under
          the all-OID method at the Pool 1 Net WAC, the Pool 2A Net WAC, the Pool
          2B Net
          WAC or the Pool 2C Net WAC, as applicable; (iv) use the aggregation method
          provided in Treasury Regulation section 1.1275-2(c); and (v) account for
          income
          and expenses related to such Non-Upper-Tier REMIC in the manner resulting
          in the
          lowest amount of excess inclusion income possible accruing to the Holder
          of the
          residual interest in such Non-Upper-Tier REMIC.

         

        (e) The
          Securities Administrator or its designee shall perform on behalf of each
          REMIC
          all reporting and other tax compliance duties that are the responsibility
          of
          such REMIC under the Code, the REMIC Provisions, or other compliance guidance
          issued by the Internal Revenue Service or any state or local taxing authority.
          Among its other duties, if required by the Code, the REMIC Provisions,
          or other
          such guidance, the Securities Administrator shall provide, upon receipt
          of
          additional reasonable compensation, (i) to the Treasury or other governmental
          authority such information as is necessary for the application of any tax
          relating to the transfer of a Residual Certificate to any disqualified
          person or
          organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person
          designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such
          information as is necessary for the Trustee to provide to the Certificateholders
          such information or reports as are required by the Code or REMIC
          Provisions.

         

        (f) The
          Trustee, the Securities Administrator, the Master Servicer and the Holders
          of
          Certificates shall take any action or cause any REMIC to take any action
          necessary to create or maintain the status of any REMIC as a REMIC under
          the
          REMIC Provisions and shall assist each other as necessary to create or
          maintain
          such status. Neither the Trustee, the Securities Administrator, the Master
          Servicer nor the Holder of any Residual Certificate shall knowingly take
          any
          action, cause any REMIC to take any action or fail to take (or fail to
          cause to
          be taken) any action that, under the REMIC Provisions, if taken or not
          taken, as
          the case may be, could result in an Adverse REMIC Event unless the Trustee,
          the
          Securities Administrator and the Master Servicer have received an Opinion
          of
          Counsel (at the expense of the party seeking to take such action or failing
          to
          take such action) to the effect that the contemplated action (or inaction,
          as
          the case may be) will not endanger such status or result in the imposition
          of
          such a tax. In addition, prior to taking any action with respect to any
          REMIC or
          the assets therein, or causing any REMIC to take any action, which is not
          expressly permitted under the terms of this Agreement, any Holder of a
          Residual
          Certificate will consult with the Trustee, the Securities Administrator,
          the
          Master Servicer or their respective designees, in writing, with respect
          to
          whether such action could cause an Adverse REMIC Event to occur with respect
          to
          any REMIC, and no such Person shall take any such action or cause any REMIC
          to
          take any such action as to which the Trustee, the Securities Administrator
          or
          the Master Servicer has advised it in writing that an Adverse REMIC Event
          could
          occur; provided,
          however,
          that if
          no Adverse REMIC Event would occur but such action could result in the
          imposition of additional taxes on the Residual Certificateholders, no such
          Person shall take any such action, or cause any REMIC to take any such
          action
          without the written consent of the Residual Certificateholders. The Trustee
          may
          consult with counsel (and conclusively rely upon the advice of such counsel)
          to
          make such written advice, and the cost of the same shall be borne by the
          party
          seeking to take the action not expressly permitted by this Agreement, but
          in no
          event shall such cost be an expense of the Trustee.

         


        
          
             

          

          
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        (g) Each
          Holder of a Residual Certificate shall pay when due any and all taxes imposed
          on
          the related REMIC by federal or state governmental authorities. To the
          extent
          that such taxes are not paid by a Residual Certificateholder or the Paying
          Agent
          shall pay any remaining REMIC taxes out of current or future amounts otherwise
          distributable to the Holder of the Residual Certificate in any such REMIC
          or, if
          no such amounts are available, out of other amounts held in the Distribution
          Account, and shall reduce amounts otherwise payable to holders of regular
          interests in any such REMIC, as the case may be.

         

        (h) The
          Securities Administrator shall, for federal income tax purposes, maintain
          books
          and records with respect to each REMIC on a calendar year and on an accrual
          basis.

         

        (i) No
          additional contributions of assets shall be made to any REMIC, except as
          expressly provided in this Agreement.

         

        (j) Neither
          the Securities Administrator nor the Master Servicer shall enter into any
          arrangement by which any REMIC will receive a fee or other compensation
          for
          services.

         

        (k) The
          Trustee and the Securities Administrator shall treat the Reserve Fund as
          an
“outside reserve fund” within the meaning of Treasury Regulation Section
          1.860G-2(h) that is owned by the holders of the Interest-Only Certificates
          and
          that is not an asset of any REMIC. The Trustee and the Securities Administrator
          shall treat the rights of the Holders of the LIBOR Certificates to receive
          distributions from the Reserve Fund to cover Net WAC Shortfalls as payments
          under an interest rate cap contract written by the Holders of the Class
          1-XA and
          Class 1-XB Certificates in favor of the Holders of the LIBOR Certificates.
          Thus,
          each Class of LIBOR Certificates shall be treated as representing not only
          ownership of regular interests in a REMIC, but also ownership of an interest
          in
          an interest rate cap contract. For purposes of determining the issue prices
          of
          the Certificates, the interest rate cap contracts shall be assumed to have
          a
          zero value unless and until required otherwise by an applicable taxing
          authority.

         


        
          
             

          

          
            119

            
              

            

          

          
             

          

        


        (l) The
          Holders of the Class 1-LTR and Class 2-LTR Certificates shall each act
          as a “tax
          matters person” with respect to the Group 1 Lower-Tier REMIC and Group 2
          Lower-Tier REMIC, respectively, and each shall act as agent for the Holders
          of
          the Class 1-AR and Class 2-AR Certificates as “tax matters person” with respect
          to the Group 1 Upper-Tier REMIC and Group 2 Upper-Tier REMIC, respectively,
          and
          the Securities Administrator shall act as agent for the Holders of the
          Class
          1-LTR and Class 2-LTR Certificates in such roles, unless and until another
          party
          is so designated by the Holders of the Class 1-LTR and Class 2-LTR
          Certificates.

         

        Section
          10.02  Prohibited
          Transactions and Activities.  

         

        Neither
          the Depositor, the Master Servicer nor the Trustee shall sell, dispose
          of, or
          substitute for any of the Mortgage Loans, except in a disposition pursuant
          to
          (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
          Fund,
          (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
          (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
          of Mortgage Loans pursuant to Article II of this Agreement, nor acquire
          any
          assets for any REMIC, nor sell or dispose of any investments in the Distribution
          Account for gain, nor accept any contributions to any REMIC after the Closing
          Date, unless it has received an Opinion of Counsel (at the expense of the
          party
          causing such sale, disposition, or substitution) that such disposition,
          acquisition, substitution, or acceptance will not result in an Adverse
          REMIC
          Event, (b) affect the distribution of interest or principal on the Certificates
          or (c) result in the encumbrance of the assets transferred or assigned
          to the
          Trust Fund (except pursuant to the provisions of this Agreement).

         

        
          	 	
                  Section
                    10.03 

                	
                  Indemnification
                    with Respect to Prohibited Transactions or Loss of REMIC
                    Status.  

                


        

         

        Upon
          the
          occurrence of an Adverse REMIC Event due to the negligent performance by
          the
          Securities Administrator of its duties and obligations set forth herein,
          the
          Securities Administrator shall indemnify the Certificateholders of the
          related
          Residual Certificate against any and all losses, claims, damages, liabilities
          or
          expenses (“Losses”) resulting from such negligence; provided,
          however,
          that
          the Securities Administrator shall not be liable for any such Losses
          attributable to the action or inaction of the Depositor, the Trustee or
          the
          Holder of the Residual Certificate, nor for any such Losses resulting from
          misinformation provided by any of the foregoing parties on which the Securities
          Administrator has relied. 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
          or
          under any Servicing Agreement or under any Acknowledgement, (2) for any
          Losses
          other than arising out of malfeasance, willful misconduct or negligent
          performance by the Securities Administrator of its duties and obligations
          set
          forth herein, and (3) for any special or consequential damages to
          Certificateholders of the related Residual Certificate (in addition to
          payment
          of principal and interest on the Certificates).

         


        
          
             

          

          
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        Section
          10.04  REO
          Property.  

         

        (a) Notwithstanding
          any other provision of this Agreement, the Master Servicer, acting on behalf
          of
          the Trustee hereunder, shall not, except to the extent provided in the
          applicable Servicing Agreement, knowingly permit any Servicer to, rent,
          lease,
          or otherwise earn income on behalf of any REMIC with respect to any REO
          Property
          which might cause an Adverse REMIC Event unless the applicable Servicer
          has
          provided to the Trustee and the Securities Administrator an Opinion of
          Counsel
          concluding that, under the REMIC Provisions, such action would not adversely
          affect the status of any REMIC as a REMIC and any income generated for
          any REMIC
          by the REO Property would not result in an Adverse REMIC Event.

         

        (b) The
          Depositor shall cause the applicable Servicer (to the extent provided in
          its
          Servicing Agreement) to make reasonable efforts to sell any REO Property
          for its
          fair market value. In any event, however, the Depositor shall, or shall
          cause
          the applicable Servicer (to the extent provided in its Servicing Agreement)
          to,
          dispose of any REO Property within three years of its acquisition by the
          Trust
          Fund unless the Depositor or the applicable Servicer (on behalf of the
          Trust
          Fund) has received a grant of extension from the Internal Revenue Service
          to the
          effect that, under the REMIC Provisions and any relevant proposed legislation
          and under applicable state law, the REMIC may hold REO Property for a longer
          period without causing an Adverse REMIC Event. If such an extension has
          been
          received, then the Depositor, acting on behalf of the Trustee hereunder,
          shall,
          or shall cause the applicable Servicer to, continue to attempt to sell
          the REO
          Property for its fair market value for such period longer than three years
          as
          such extension permits (the “Extended Period”). If such an extension has not
          been received and the Depositor or the applicable Servicer, acting on behalf
          of
          the Trust Fund hereunder, is unable to sell the REO Property within 33
          months
          after its acquisition by the Trust Fund or if such an extension, has been
          received and the Depositor or the applicable Servicer is unable to sell
          the REO
          Property within the period ending three months before the close of the
          Extended
          Period, the Depositor shall cause the applicable Servicer, before the end
          of the
          three year period or the Extended Period, as applicable, to (i) purchase
          such
          REO Property at a price equal to the REO Property’s fair market value or (ii)
          auction the REO Property to the highest bidder (which may be the applicable
          Servicer) in an auction reasonably designed to produce a fair price prior
          to the
          expiration of the three-year period or the Extended Period, as the case
          may
          be.

         

         

        ARTICLE
          XI

         

        MISCELLANEOUS
          PROVISIONS

         

        Section
          11.01  Binding
          Nature of Agreement; Assignment.  

         

        This
          Agreement shall be binding upon and inure to the benefit of the parties
          hereto
          and their respective successors and permitted assigns.

         

        Section
          11.02  Entire
          Agreement.  

         

        This
          Agreement contains the entire agreement and understanding among the parties
          hereto with respect to the subject matter hereof, and supersedes all prior
          and
          contemporaneous agreements, understandings, inducements and conditions,
          express
          or implied, oral or written, of any nature whatsoever with respect to the
          subject matter hereof. The express terms hereof control and supersede any
          course
          of performance and/or usage of the trade inconsistent with any of the terms
          hereof.

         


        
          
             

          

          
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        Section
          11.03  Amendment.  

         

        (a) This
          Agreement may be amended from time to time by the Depositor, the Master
          Servicer, the Securities Administrator, and the Trustee, without notice
          to or
          the consent of any of the Holders, (i) to cure any ambiguity or mistake,
          (ii) to
          cause the provisions herein to conform to or be consistent with or in
          furtherance of the statements made with respect to the Certificates, the
          Trust
          Fund or this Agreement in the Prospectus, or to correct or supplement any
          provision herein which may be inconsistent with any other provisions herein
          or
          with the provisions of any Servicing Agreement, (iii) to make any other
          provisions with respect to matters or questions arising under this Agreement
          or
          (iv) to add, delete, or amend any provisions to the extent necessary or
          desirable to comply with any requirements imposed by the Code and the REMIC
          Provisions. No such amendment effected pursuant to the preceding sentence
          shall,
          as evidenced by an Opinion of Counsel, result in an Adverse REMIC Event,
          nor
          shall such amendment effected pursuant to clause (iii) of such sentence
          adversely affect in any material respect the interests of any Holder. Prior
          to
          entering into any amendment without the consent of Holders pursuant to
          this
          paragraph, the Trustee shall be provided with an Opinion of Counsel (at
          the
          expense of the party requesting such amendment) to the effect that such
          amendment is permitted under this Section. Any such amendment shall be
          deemed
          not to adversely affect in any material respect any Holder, if the Trustee
          and
          the Securities Administrator receive written confirmation from each Rating
          Agency that such amendment will not cause such Rating Agency to reduce
          the then
          current rating assigned to the Certificates.

         

        (b) This
          Agreement may also be amended from time to time by the Depositor, the Master
          Servicer, the Securities Administrator and the Trustee, with the consent
          of the
          Holders of not less than 66-2/3% of the Class Principal Amount (or Percentage
          Interest) of each Class of Certificates affected thereby for the purpose
          of
          adding any provisions to or changing in any manner or eliminating any of
          the
          provisions of this Agreement or of modifying in any manner the rights of
          the
          Holders; provided,
          however,
          that no
          such amendment shall be made unless the Trustee and the Securities Administrator
          receive an Opinion of Counsel, at the expense of the party requesting the
          change, that such change will not cause an Adverse REMIC Event; and provided
          further,
          that no
          such amendment may (i) reduce in any manner the amount of, or delay the
          timing
          of, payments received on Mortgage Loans which are required to be distributed
          on
          any Certificate, without the consent of the Holder of such Certificate
          or (ii)
          reduce the aforesaid percentages of Class Principal Amount or Class Notional
          Amount (or Percentage Interest) of Certificates of each Class, the Holders
          of
          which are required to consent to any such amendment without the consent
          of the
          Holders of 100% of the Class Principal Amount or Class Notional Amount
          (or
          Percentage Interest) of each Class of Certificates affected thereby. For
          purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
          to include, in the case of any Class of Book-Entry Certificates, the related
          Certificate Owners.

         


        
          
             

          

          
            122

            
              

            

          

          
             

          

        


        (c) Promptly
          after the execution of any such amendment, the Trustee shall furnish written
          notification of the substance of such amendment to each Holder, the Depositor
          and the Rating Agencies.

         

        (d) It
          shall
          not be necessary for the consent of Holders under this Section 11.03 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
          Holders
          shall be subject to such reasonable regulations as the Trustee may
          prescribe.

         

        (e) Notwithstanding
          anything to the contrary in any Servicing Agreement, the Trustee shall
          not
          consent to any amendment of any Servicing Agreement except pursuant to
          the
          standards provided in this Section with respect to amendment of this
          Agreement.

         

        (f) Prior
          to
          the execution of any amendment to this Agreement, each of the Trustee and
          the
          Securities Administrator shall be entitled to receive and conclusively
          rely on
          an Opinion of Counsel (at the expense of the Person seeking such amendment)
          stating that the execution of such amendment is authorized and permitted
          by this
          Agreement. The Trustee and the Securities Administrator may, but shall
          not be
          obligated to, enter into any such amendment which affects the Trustee’s or the
          Securities Administrator’s own rights, duties or immunities under this
          Agreement.

         

        Section
          11.04  Voting
          Rights.  

         

        Except
          to
          the extent that the consent of all affected Certificateholders is required
          pursuant to this Agreement, with respect to any provision of this Agreement
          requiring the consent of Certificateholders representing specified percentages
          of aggregate outstanding Certificate Principal Amount or Class Notional
          Amount
          (or Percentage Interest), Certificates owned by the Depositor, the Master
          Servicer, the Securities Administrator, the Trustee, any Servicer or any
          Affiliates thereof are not to be counted so long as such Certificates are
          owned
          by the Depositor, the Master Servicer, the Securities Administrator, the
          Trustee, any Servicer or any Affiliate thereof.

         

        Section
          11.05  Provision
          of Information.  

         

        (a) For
          so
          long as any of the Certificates of any Series or Class are “restricted
          securities” within the meaning of Rule 144(a)(3) under the Securities Act, each
          of the Depositor, the Master Servicer, the Securities Administrator and
          the
          Trustee agree to cooperate with each other to provide to any Certificateholders
          and to any prospective purchaser of Certificates designated by such holder,
          upon
          the request of such holder or prospective purchaser, any information required
          to
          be provided to such holder or prospective purchaser to satisfy the condition
          set
          forth in Rule 144A(d)(4) under the Securities Act. Any reasonable, out-of-pocket
          expenses incurred by the Trustee, the Master Servicer or the Securities
          Administrator in providing such information shall be reimbursed by the
          Depositor.

         

        (b) The
          Securities Administrator shall provide to any person to whom a Prospectus
          was
          delivered, upon the request of such person specifying the document or documents
          requested, (i) a copy (excluding exhibits) of any report on Form 8-K, Form
          10-D
          or Form 10-K (or other prescribed form) filed with the Securities and Exchange
          Commission pursuant to Section 6.21 and (ii) a copy of any other document
          incorporated by reference in the Prospectus. Any reasonable out-of-pocket
          expenses incurred by the Securities Administrator in providing copies of
          such
          documents shall be reimbursed by the Depositor.

         


        
          
             

          

          
            123

            
              

            

          

          
             

          

        


        (c) On
          each
          Distribution Date, the Securities Administrator shall deliver or cause
          to be
          delivered by first class mail or make available on its website to the Depositor,
          Attention: Contract Finance, a copy of the report delivered to
          Certificateholders pursuant to Section 4.02.

         

        Section
          11.06  Governing
          Law.  

         

        THIS
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          NEW
          YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION
          5-1401
          OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
          OF THE
          PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         

        Section
          11.07  Notices.  

         

        All
          requests, demands, notices, authorizations, directions, consents, waivers
          and
          communications hereunder shall be in writing and shall be deemed to have
          been
          duly given when received by (a) in the case of the Depositor, Sequoia
          Residential Funding, Inc., One Belvedere Place, Suite 330, Mill Valley,
          CA
          94941, telecopy number (415) 381-1773, Attention: Sequoia Mortgage Trust
          2007-3,
          or in the case of notification required to be delivered by the Securities
          Administrator to the Depositor pursuant to Section 6.21, to Sequoia Residential
          Funding, Inc. via facsimile or via email at such facsimile number or email
          address furnished separately by the Depositor to the Securities Administrator
          from time to time, (b) in the case of the Seller, RWT Holdings, Inc., One
          Belvedere Place, Suite 330, Mill Valley, CA 94941 telecopy number (415)
          381-1773, Attention: Sequoia Mortgage Trust 2007-3, (c) in the case of the
          Master Servicer or the Securities Administrator, Wells Fargo Bank, N.A.,
          P.O.
          Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old
          Annapolis Road, Columbia, Maryland 21045), telecopy number (410) 715-2380,
          Attention: Sequoia Mortgage Trust 2007-3, and (d) with respect to the Trustee
          or
          the Certificate Registrar, its respective Corporate Trust Office, or as
          to each
          party such other address as may hereafter be furnished by such party to
          the
          other parties in writing. All demands, notices and communications to a
          party
          hereunder shall be in writing and shall be deemed to have been duly given
          when
          delivered to such party at the relevant address, facsimile number or electronic
          mail address set forth above or at such other address, facsimile number
          or
          electronic mail address as such party may designate from time to time by
          written
          notice in accordance with this Section 11.07.

         

        Section
          11.08  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.

         


        
          
             

          

          
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        Section
          11.09  Indulgences;
          No Waivers.  

         

        Neither
          the failure nor any delay on the part of a party to exercise any right,
          remedy,
          power or privilege under this Agreement shall operate as a waiver thereof,
          nor
          shall any single or partial exercise of any right, remedy, power or privilege
          preclude any other or further exercise of the same or of any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or
          privilege with respect to any occurrence be construed as a waiver of such
          right,
          remedy, power or privilege with respect to any other occurrence. No waiver
          shall
          be effective unless it is in writing and is signed by the party asserted
          to have
          granted such waiver.

         

        Section
          11.10  Headings
          Not To Affect Interpretation.  

         

        The
          headings contained in this Agreement are for convenience of reference only,
          and
          they shall not be used in the interpretation hereof.

         

        Section
          11.11  Benefits
          of Agreement.  

         

        Nothing
          in this Agreement or in the Certificates, express or implied, shall give
          to any
          Person, other than the parties to this Agreement and their successors hereunder
          and the Holders of the Certificates, any benefit or any legal or equitable
          right, power, remedy or claim under this Agreement, except to the extent
          specified in Section 11.15.

         

        Section
          11.12  Special
          Notices to the Rating Agencies.  

         

        (a) The
          Depositor shall give prompt notice to the Rating Agencies of the occurrence
          of
          any of the following events of which it has notice:

         

        (i)
           any
          amendment to this Agreement pursuant to Section 11.03;

         

        (ii)
           any
          assignment by the Master Servicer of its rights hereunder or delegation
          of its
          duties hereunder;

         

        (iii)
           the
          occurrence of any Event of Default described in Section 6.14;

         

        (iv)
           any
          notice of termination given to the Master Servicer pursuant to Section
          6.14 and
          any resignation of the Master Servicer hereunder;

         

        (v)
           the
          appointment of any successor to any Master Servicer pursuant to Section
          6.14;


         

        (vi)
           the
          making of a final payment pursuant to Section 7.02; and

         

        (vii)
           any
          termination of the rights and obligations of any Servicer under the applicable
          Servicing Agreement.

         


        
          
             

          

          
            125

            
              

            

          

          
             

          

        


        (b) All
          notices to the Rating Agencies provided for this Section shall be in writing
          and
          sent by first class mail, telecopy or overnight courier, as
          follows:

         

        If
          to
          Fitch Ratings, to:

        


        Fitch
          Ratings

        One
          State
          Street Plaza, 30th
          Floor

        New
          York,
          New York 10004

        Attn:
          SEMT 2007-3

         

        If
          to
          Moody’s, to:

        


        Moody’s
          Investors Service

        99
          Church
          Street

        New
          York,
          New York 10007

        Attn:
          Residential Mortgages 

         

        If
          to
          S&P, to:

        


        Standard
          & Poor’s Ratings Services,

        a
          division of The McGraw-Hill Companies, Inc.

        55
          Water
          Street

        New
          York,
          New York 10041

        Attn:
          Residential Mortgages

         

        (c) The
          Securities Administrator shall provide or make available to the Rating
          Agencies
          reports prepared pursuant to Section 4.02. In addition, the Securities
          Administrator shall, at the expense of the Trust Fund, make available to
          each
          Rating Agency such information as such Rating Agency may reasonably request
          regarding the Certificates or the Trust Fund, to the extent that such
          information is reasonably available to the Securities
          Administrator.

         

        (d) The
          Depositor hereby represents to S&P that, to the Depositor’s knowledge, the
          information provided to such Rating Agency, including the loan level detail,
          is
          true and correct according to such Rating Agency’s requirements.

         

        Section
          11.13  Conflicts.  

         

        To
          the
          extent that the terms of this Agreement conflict with the terms of any
          Servicing
          Agreement, the related Servicing Agreement shall govern.

         

        Section
          11.14  Counterparts.  

         

        This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed to be an original, and all of which together shall constitute one
          and the
          same instrument.

         


        
          
             

          

          
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        Section
          11.15 No
          Petitions.

         

        The
          Trustee and the Master Servicer, by entering into this Agreement, hereby
          covenant and agree that they shall not at any time institute against the
          Depositor, or join in any institution against the Depositor of, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings, or
          other
          proceedings under any United States federal or state bankruptcy or similar
          law
          in connection with any obligations relating to this Agreement or any of
          the
          documents entered into by the Depositor in connection with the transactions
          contemplated by this Agreement.

         

        Section
          11.16 Intention of the Parties and Interpretation; Indemnification.

         

        Each
          of
          the parties acknowledges and agrees that the purpose of Sections 6.21,
          6.22,
          6.23 and 6.24 of this Agreement is to facilitate compliance by the Securities
          Administrator and the Depositor with the provisions of Regulation AB promulgated
          by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
          229.1123), as such may be amended from time to time and subject to such
          clarification and interpretive advice as may be issued by the staff of
          the
          Commission from time to time. Therefore, each of the parties agrees that
          (a) the
          obligations of the parties hereunder shall be interpreted in such a manner
          as to
          accomplish that purpose, (b) the parties’ obligations hereunder will be
          supplemented and modified as necessary to be consistent with any such
          amendments, interpretive advice or guidance, convention or consensus among
          active participants in the asset-backed securities markets, advice of counsel,
          or otherwise in respect of the requirements of Regulation AB, (c) the parties
          shall comply with the reasonable requests made by the Securities Administrator
          or the Depositor for delivery of such additional or different information
          as the
          Securities Administrator or the Depositor may determine in good faith is
          necessary to comply with the provisions of Regulation AB, which information
          is
          available to such party without unreasonable effort or expense and within
          such
          timeframe as may be reasonably requested, 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.

         

        
          
             

          

          
            127

            
              

            

          

          
             

          

           

        

        Each
          of
          the Depositor, the Master Servicer, each Servicer, the Securities Administrator
          and any Servicing Function Participant engaged by such party shall indemnify
          and
          hold harmless the Securities Administrator, the Master Servicer, the Depositor
          and the Seller and each of their directors, officers, employees, agents,
          and
          affiliates from and against any and all claims, losses, damages, penalties,
          fines, forfeitures, reasonable legal fees and related costs, judgments
          and other
          costs and expenses arising out of or based upon (a) any breach by such
          party of
          any of its obligations hereunder, including particularly its obligations
          to
          provide any Item 1123 Certificate, Assessment of Compliance or Accountant’s
          Attestation required under Sections 6.22, 6.23 and 6.24, respectively,
          or any
          information, data or materials required to be included in any Exchange
          Act
          report, (b) any misstatement or omission in any information, data or materials
          provided by such party, (or in the case of the Securities Administrator
          or the
          Master Servicer, any material misstatement or material omission in (i)
          any Item
          1123 Certificate, Assessment of Compliance, Accountant’s Attestation delivered
          by it or by any Servicing Function Participation engaged by it pursuant
          to this
          Agreement or (any Additional Form 10-D Disclosure, Additional Form 10-K
          Disclosure or Form 8-K Disclosure concerning the Master Servicer or the
          Securities Administrator), or (c) the negligence, bad faith or willful
          misconduct of such party in connection with its performance hereunder.
          If the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless the Master Servicer, the Securities Administrator, the Depositor
          or the
          Seller, as the case may be, then each such party agrees that it shall contribute
          to the amount paid or payable by the Securities Administrator, the Master
          Servicer, the Depositor and the Seller, as applicable, as a result of any
          claims, losses, damages or liabilities incurred by such party, in such
          proportion as is appropriate to reflect the relative fault of the indemnified
          party on the one hand and the indemnifying party on the other. This
          indemnification shall survive the termination of this Agreement or the
          termination of any party to this Agreement.

         


        
          
             

          

          
            128

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, the parties hereto have caused their names to be signed
          hereto
          by their respective officers hereunto duly authorized as of the day and
          year
          first above written.

         

        SEQUOIA
          RESIDENTIAL FUNDING, INC.,

          as
          Depositor

        


        


        By:
          _________________________________ 

        Name:
          John H.
          Isbrandtsen 

        Title:
          Vice President

        


        


        HSBC
          BANK USA, NATIONAL ASSOCIATION, as
          Trustee

        


        


        By:
          _________________________________ 

        Name:
          

        Title:

         

        WELLS
          FARGO BANK, 

        NATIONAL
          ASSOCIATION,

        as
          Master Servicer

        


        


        By:
          _________________________________ 

        Name:
          Graham Oglesby

        Title:
          Vice President

         

        WELLS
          FARGO BANK, 

        NATIONAL
          ASSOCIATION, 

        as
          Securities Administrator

        


        


        By:
          _________________________________ 

        Name:
          Graham Oglesby

        Title:
          Vice President

         


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        Solely
          for purposes of Section 2.04, 7.01(b) and 9.01(d)

        accepted
          and agreed to by:

        


        


        RWT
          HOLDINGS, INC.

        


         

        By:
          ____________________________  

        John
          H.
          Isbrandtsen

        Authorized
          Signatory



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          A

         

        FORMS
          OF CERTIFICATES

        


        [See
          Tab # ]

        



        
          
             

          

          
            A-1

            
              

            

          

          
             

          

        


        EXHIBIT
          B

         

        FORM
          OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

         

         

        
          	STATE OF 	) 	 
	 	) 	ss.: 
	COUNTY OF 	) 	 


        

         

         

        [NAME
          OF
          OFFICER], _________________ being first duly sworn, deposes and
          says:

         

        
          	 	
                  1.

                	
                  That
                    he [she] is [title of officer] ________________________ of [name
                    of
                    Purchaser] _________________________________________ (the “Purchaser”), a
                    _______________________ [description of type of entity] duly
                    organized and
                    existing under the laws of the [State of __________] [United
                    States], on
                    behalf of which he [she] makes this
                    affidavit.

                


        

         

        
          	 	
                  2.

                	
                  That
                    the Purchaser’s Taxpayer Identification Number is
                    [           ].

                


        

         

        
          	 	
                  3.

                	
                  That
                    the Purchaser is not a “disqualified organization” within the meaning of
                    Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                    (the
                    “Code”) and will not be a “disqualified organization” as of [date of
                    transfer], and that the Purchaser is not acquiring a Residual
                    Certificate
                    (as defined in the Agreement) for the account of, or as agent
                    (including a
                    broker, nominee, or other middleman) for, any person or entity
                    from which
                    it has not received an affidavit substantially in the form of
                    this
                    affidavit. For these purposes, a “disqualified organization” means the
                    United States, any state or political subdivision thereof, any
                    foreign
                    government, any international organization, any agency or instrumentality
                    of any of the foregoing (other than an instrumentality if all
                    of its
                    activities are subject to tax and a majority of its board of
                    directors is
                    not selected by such governmental entity), any cooperative organization
                    furnishing electric energy or providing telephone service to
                    persons in
                    rural areas as described in Code Section 1381(a)(2)(C), any “electing
                    large partnership” within the meaning of Section 775 of the Code, or any
                    organization (other than a farmers’ cooperative described in Code Section
                    521) that is exempt from federal income tax unless such organization
                    is
                    subject to the tax on unrelated business income imposed by Code
                    Section
                    511.

                


        

         

        
          	 	
                  4.

                	
                  That
                    the Purchaser either (x) is not, and on __________________ [date
                    of
                    transfer] will not be, an employee benefit plan or other retirement
                    arrangement subject to Section 406 of the Employee Retirement
                    Income
                    Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
                    (“Code”), (collectively, a “Plan”) or a person acting on behalf of any
                    such Plan or investing the assets of any such Plan to acquire
                    a Residual
                    Certificate; (y) if the Residual Certificate has been subject
                    to an
                    ERISA-Qualifying Underwriting, is an insurance company that is
                    purchasing
                    the Certificate with funds contained in an “insurance company general
                    account” as defined in Section V(e) of Prohibited Transaction Class
                    Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate
                    are covered under Sections I and III of PTCE 95-60; or (z) herewith
                    delivers to the Certificate Registrar an opinion of counsel (a
“Benefit
                    Plan Opinion”) satisfactory to the Certificate Registrar, and upon which
                    the Certificate Registrar, the Trustee, the Master Servicer,
                    the Depositor
                    and Securities Administrator shall be entitled to rely, to the
                    effect that
                    the purchase or holding of such Residual Certificate by the Investor
                    will
                    not result in any non-exempt prohibited transactions under Title
                    I of
                    ERISA or Section 4975 of the Code and will not subject the Certificate
                    Registrar, the Trustee, the Depositor, the Master Servicer or
                    the
                    Securities Administrator to any obligation in addition to those
                    undertaken
                    by such entities in the Agreement, which opinion of counsel shall
                    not be
                    an expense of the Trust Fund or any of the above
                    parties.

                


        

         


        
          
             

          

          
            B-1

            
              

            

          

          
             

          

        


        
          	 	
                  5.

                	
                  That
                    the Purchaser hereby acknowledges that under the terms of the
Pooling
                    and Servicing Agreement, dated as of July 1, 2007 (the “Agreement”), by
                    and among Sequoia Residential Funding, Inc., as Depositor, Wells
                    Fargo
                    Bank, N.A., as Master Servicer and as Securities Administrator,
                    and HSBC
                    Bank USA, National Association, as Trustee with respect to Sequoia
                    Mortgage Trust 2007-3 Mortgage Pass-Through Certificates,
                    no transfer of the Residual Certificates shall be permitted to
                    be made to
                    any person unless the Certificate Registrar has received a certificate
                    from such transferee containing the representations in paragraphs
                    3 and 4
                    hereof.

                


        

         

        
          	 	
                  6.

                	
                  That
                    the Purchaser does not hold REMIC residual securities as nominee
                    to
                    facilitate the clearance and settlement of such securities through
                    electronic book-entry changes in accounts of participating organizations
                    (such entity, a “Book-Entry
                    Nominee”).

                


        

         

        
          	 	
                  7.

                	
                  That
                    the Purchaser does not have the intention to impede the assessment
                    or
                    collection of any federal, state or local taxes legally required
                    to be
                    paid with respect to such Residual
                    Certificate.

                


        

         

        
          	 	
                  8.

                	
                  That
                    the Purchaser will not transfer a Residual Certificate to any
                    person or
                    entity (i) as to which the Purchaser has actual knowledge that
                    the
                    requirements set forth in paragraph 3, paragraph 6 or paragraph
                    10 hereof
                    are not satisfied or that the Purchaser has reason to believe
                    does not
                    satisfy the requirements set forth in paragraph 7 hereof, and
                    (ii) without
                    obtaining from the prospective Purchaser an affidavit substantially
                    in
                    this form and providing to the Certificate Registrar a written
                    statement
                    substantially in the form of Exhibit C to the
                    Agreement.

                


        

         

        
          	 	
                  9.

                	
                  That
                    the Purchaser understands that, as the holder of a Residual Certificate,
                    the Purchaser may incur tax liabilities in excess of any cash
                    flows
                    generated by the interest and that the Purchaser has and expects
                    to have
                    sufficient net worth and/or liquidity to pay in full any tax
                    liabilities
                    attributable to ownership of a Residual Certificate and intends
                    to pay
                    taxes associated with holding such Residual Certificate as they
                    become
                    due. 

                


        

         


        
          
             

          

          
            B-2

            
              

            

          

          
             

          

        


        
          	 	
                  10.

                	
                  That
                    the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                    Person
                    that holds a Residual Certificate in connection with the conduct
                    of a
                    trade or business within the United States and has furnished
                    the
                    transferor and the Certificate Registrar with an effective Internal
                    Revenue Service Form W-8ECI
                    (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                    Income Effectively Connected With the Conduct of a Trade or Business
                    in
                    the United States)
                    or successor form at the time and in the manner required by the
                    Code or
                    (iii) is a Non-U.S. Person that has delivered to the transferor
                    and the
                    Certificate Registrar an opinion of a nationally recognized tax
                    counsel to
                    the effect that the transfer of such Residual Certificate to
                    it is in
                    accordance with the requirements of the Code and the regulations
                    promulgated thereunder and that such transfer of a Residual Certificate
                    will not be disregarded for federal income tax purposes. “Non-U.S. Person”
                    means an individual, corporation, partnership or other person
                    other than
                    (i) a citizen or resident of the United States; (ii) a corporation,
                    partnership or other entity created or organized in or under
                    the laws of
                    the United States or any state thereof, including for this purpose,
                    the
                    District of Columbia; (iii) an estate that is subject to U.S.
                    federal
                    income tax regardless of the source of its income; (iv) 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 trustees
                    have
                    authority to control all substantial decisions of the trust;
and,
                    (v) to the extent provided in Treasury regulations, certain trusts
                    in
                    existence on August 20, 1996 that are treated as United States
                    persons
                    prior to such date and elect to continue to be treated as United
                    States
                    persons.

                


        

         

        
          	 	
                  11.

                	
                  The
                    Purchaser will not cause income from the Residual Certificate
                    to be
                    attributable to a foreign permanent establishment or fixed base
                    of the
                    Purchaser or another U.S. taxpayer.

                


        

         

        
          	 	
                  12.

                	
                  That
                    the Purchaser agrees to such amendments of the Agreement as may
                    be
                    required to further effectuate the restrictions on transfer of
                    any
                    Residual Certificate to such a “disqualified organization,” an agent
                    thereof, a Book-Entry Nominee, or a person that does not satisfy
                    the
                    requirements of paragraph 7 and paragraph 10
                    hereof.

                


        

         

        
          	 	
                  13.

                	
                  That
                    the Purchaser consents to the designation of the Securities Administrator
                    to act as agent for the “tax matters person” of each REMIC created by the
                    Trust Fund pursuant to the
                    Agreement.

                


        

         


        
          
             

          

          
            B-3

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its [title
          of
          officer] this _____ day of __________ 20__.

         

        _________________________________

        [name
          of Purchaser]

         

        By:______________________________

        Name:
          

        Title:
          

         

        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 Purchaser, 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 Purchaser.

         

        Subscribed
          and sworn before me this _____ day of __________ 20__.

         

        NOTARY
          PUBLIC

         

        ______________________________

         

        COUNTY
          OF_____________________

         

        STATE
          OF______________________

         

        My
          commission expires the _____ day of __________ 20__.

         


        
          
             

          

          
            B-4

            
              

            

          

          
             

          

        


        EXHIBIT
          C

         

        RESIDUAL
          CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

         

        ____________________________

        Date

         

        
          	Re: 	Sequoia Mortgage Trust
                  2007-3 
	 	Mortgage Pass-Through
                  Certificates 


        

         

         

        _______________________
          (the “Transferor”) has reviewed the attached affidavit of
          _____________________________ (the “Transferee”), and has no actual knowledge
          that such affidavit is not true and has no reason to believe that the
          information contained in paragraph 7 thereof is not true, and has no reason
          to
          believe that the Transferee has the intention to impede the assessment
          or
          collection of any federal, state or local taxes legally required to be
          paid with
          respect to a Residual Certificate. In addition, the Transferor has conducted
          a
          reasonable investigation at the time of the transfer and found that the
          Transferee had historically paid its debts as they came due and found no
          significant evidence to indicate that the Transferee will not continue
          to pay
          its debts as they become due.

         

        Very
          truly yours,

         

        _______________________________

        Name:

        Title:


        
          
             

          

          
            C-1

            
              

            

          

          
             

          

        


        EXHIBIT
          D

         

        FORM
          OF CUSTODY AGREEMENT


        
          
             

          

          
            D-1

            
              

            

          

          
             

          

        


        EXHIBIT
          E

         

        LIST
          OF
          SERVICING AGREEMENTS

         

        
          	
                  1.

                	
                  Master
                    Mortgage Loan Sale & Servicing Agreement, dated as of July 1, 2006
                    between
                    RWT Holdings, Inc. (“RWT Holdings”) and ABN AMRO Mortgage Group,
                    Inc.,
                    as modified by the related
                    Acknowledgements.

                


        

        


        
          	
                  2.

                	
                  Mortgage
                    Loan Flow Purchase, Sale and Servicing Agreement
                    dated as of January 1, 2006 between
                    RWT Holdings and GreenPoint Mortgage Funding, Inc.,
                    as modified by the related
                    Acknowledgements.

                


        

        


        
          	
                  3.

                	
                  Flow
                    Mortgage Loan Sale and Servicing Agreement, dated as of April
                    1, 2003,
                    between RWT and Bank of America, National Association, as modified
                    by the
                    related Acknowledgements.

                


        

         

        
          	
                  4.

                	
                  Loan
                    Servicing Agreement, dated as of February 1, 2004, between RWT
                    and GMAC
                    Mortgage, LLC, as amended by the Regulation AB Compliance Addendum
                    dated
                    as of January 1, 2006 and as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  5.

                	
                  Master
                    Servicing Agreement between RWT Holdings, Inc. ("RWT") and Morgan
                    Stanley
                    Credit Corporation, with Redwood Trust, Inc. as Guarantor, dated
                    November
                    1, 2006, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  6.

                	
                  Master
                    Servicing Agreement between Redwood Trust, Inc. and Morgan Stanley
                    Credit
                    Corporation (formerly Morgan Stanley Dean Witter Credit Corporation),
                    dated August 1, 2001, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  7.

                	
                  Master
                    Servicing Agreement between RWT and Morgan Stanley, dated August
                    1, 2002,
                    as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  8.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among Redwood Trust,
                    Inc., Cendant Mortgage Corporation (“Cendant”) and Bishop’s Gate
                    Residential Mortgage Trust (formerly known as Cendant Residential
                    Mortgage
                    Trust), dated June 27, 2001, and the Additional Collateral Servicing
                    Agreement between Redwood Trust, Inc. and Cendant, dated July
                    27, 2001,
                    each as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  9.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among RWT, Cendant and
                    Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant
                    Residential Mortgage Trust), as Sellers, and Cendant, as Servicer,
                    dated
                    August 1, 2002, and the Additional Collateral Servicing Agreement
                    between
                    RWT and Cendant, dated August 1, 2002, each as modified by the
                    related
                    Acknowledgements.

                



          
            
               

            

            
              E-1

              
                

              

            

            
               

            

          



        
          	
                  10.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among RWT, PHH Mortgage
                    Corporation (formerly known as Cendant Mortgage Corporation)
                    ("PHH") and
                    Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant
                    Residential Mortgage Trust), as Sellers, and PHH, as Servicer,
                    dated
                    January 1, 2006, and the Additional Collateral Servicing Agreement
                    between
                    RWT and PHH, dated August 1, 2002, each as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  11.

                	
                  Master
                    Mortgage Loan Purchase and Servicing Agreement, dated as of July
                    1, 2006
                    by and between Redwood Trust, Inc. and First Republic Bank, as
                    modified by
                    the related Acknowledgements.

                


        

         

        
          	
                  12.

                	
                  Servicing
                    Agreement, dated as of March 1, 2002, between Greenwich Capital
                    Financial
                    Products, Inc. and EverHome Mortgage Company (formerly Alliance
                    Mortgage
                    Company) and amended by Amendment No. One thereto, dated as of
                    April 1,
                    2002, each as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  13.

                	
                  Seller’s
                    Warranties and Servicing Agreement, dated as of June 1, 2007,
                    by and
                    between by and between Redwood Trust, Inc. and Wells Fargo Bank,
                    N.A.
                    (“Wells Fargo”), as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  14.

                	
                  Flow
                    Mortgage Loan Sale and Servicing Agreement, dated July 1, 2006,
                    by and
                    between Bank of America, National Association, and RWT Holdings,
                    Inc. as
                    modified by the related
                    Acknowledgements.

                


        

         

        



        
          
             

          

          
            E-2

            
              

            

          

          
             

          

        


        EXHIBIT
          F

         

        LIST
          OF
          PURCHASE AGREEMENTS

         

        
          	
                  1.

                	
                  Master
                    Mortgage Loan Sale & Servicing Agreement, dated as of July 1, 2006
                    between
                    RWT Holdings, Inc. (“RWT Holdings”) and ABN AMRO Mortgage Group,
                    Inc.,
                    as modified by the related
                    Acknowledgements.

                


        

        


        
          	
                  2.

                	
                  Mortgage
                    Loan Flow Purchase, Sale and Servicing Agreement, dated as of
                    February 1,
                    2002, between Redwood Trust, Inc. and GreenPoint Mortgage Funding,
                    Inc.
                    (“GreenPoint”), as modified by the related
                    Acknowledgements.

                


        

        


        
          	
                  3.

                	
                  Mortgage
                    Loan Flow Purchase, Sale and Servicing Agreement, dated as of
                    August 1,
                    2002, between RWT Holdings and GreenPoint, as modified by the
                    related
                    Acknowledgements.

                


        

        


        
          	
                  4.

                	
                  Mortgage
                    Loan Flow Purchase , Sale and Servicing Agreement
                    dated as of January 1, 2006 between
                    RWT Holdings and GreenPoint,
                    as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  5.

                	
                  Seller’s
                    Purchase Warranties and Interim Servicing Agreement, dated as
                    of January
                    1, 2004, between GreenPoint and GMAC Mortgage Corporation (“GMAC”), as
                    modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  6.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of May 1,
                    2006 by and between Redwood Mortgage Funding, Inc. and New Century
                    Mortgage Corporation (“New Century”), and an Assignment dated January 15,
                    2007, between RMF and RWT Holdings, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  7.

                	
                  Master
                    Mortgage Loan Purchase Agreement between RWT Holdings and Morgan
                    Stanley
                    Credit Corporation with Redwood Trust, Inc. as Guarantor, dated
                    November
                    1, 2006, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  8.

                	
                  Master
                    Mortgage Loan Purchase Agreement between Redwood Trust, Inc.
                    and Morgan
                    Stanley Credit Corporation (formerly Morgan Stanley Dean Witter
                    Credit
                    Corporation) (“Morgan Stanley”), dated August 1, 2001, as modified by the
                    related Acknowledgements.

                


        

         

        
          	
                  9.

                	
                  Master
                    Mortgage Loan Purchase Agreement between RWT Holdings and Morgan
                    Stanley,
                    dated August 1, 2002, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  10.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among Redwood Trust,
                    Inc., Cendant Mortgage Corporation (“Cendant”) and Bishop’s Gate
                    Residential Mortgage Trust (formerly known as Cendant Residential
                    Mortgage
                    Trust), dated June 27, 2001, and the Additional Collateral Servicing
                    Agreement between Redwood Trust, Inc. and Cendant, dated July
                    27, 2001,
                    each as modified by the related
                    Acknowledgements.

                


        


        
          
             

          

          
            F-1

            
              

            

          

          
             

          

        

         

        
          	
                  11.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among RWT Holdings,
                    Cendant and Bishop’s Gate Residential Mortgage Trust (formerly known as
                    Cendant Residential Mortgage Trust), as Sellers, and Cendant,
                    as Servicer,
                    dated August 1, 2002, and the Additional Collateral Servicing
                    Agreement
                    between RWT Holdings and Cendant, dated August 1, 2002, each
                    as modified
                    by the related Acknowledgements.

                


        

         

        
          	
                  12.

                	
                  Mortgage
                    Loan Flow Purchase, Sale & Servicing Agreement among RWT Holdings, PHH
                    Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
                    ("PHH") and Bishop’s Gate Residential Mortgage Trust (formerly known as
                    Cendant Residential Mortgage Trust), as Sellers, and PHH, as
                    Servicer,
                    dated January 1, 2006, and the Additional Collateral Servicing
                    Agreement
                    between RWT Holdings and PHH, dated August 1, 2002, each as modified
                    by
                    the related Acknowledgements.

                


        

         

        
          	
                  13.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of June 1,
                    2006, between Redwood Mortgage Funding, Inc. and First Magnus
                    Financial
                    Corporation and an Assignment dated [__________], 2007, between
                    RMF and
                    RWT Holdings, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  14.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of June 1,
                    2004, between GMAC and First Magnus Financial Corporation, as
                    modified by
                    the related Acknowledgements.

                


        

         

        
          	
                  15.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of July 1,
                    2006, between Redwood Mortgage Funding, Inc. and Guaranteed Rate,
                    Inc.
                    (“Guaranteed Rate”) and an Assignment dated January 15, 2007, between RMF
                    and RWT Holdings, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  16.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of
                    September 28, 2006, between Redwood Mortgage Funding, Inc. and
                    Paul
                    Financial, LLC (“Paul Financial”) and an Assignment dated [_______], 2007,
                    between RMF and RWT Holdings, as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  17.

                	
                  Master
                    Mortgage Loan Purchase and Servicing Agreement, dated as of July
                    1, 2006
                    by and between Redwood Trust, Inc. and First Republic Bank, as
                    modified by
                    the related Acknowledgements.

                


        

         

        
          	
                  18.

                	
                  Seller’s
                    Warranties and Servicing Agreement, dated as of May 1, 2007,
                    by and
                    between by and between Redwood Trust, Inc. and Wells Fargo Bank,
                    N.A.
                    (“Wells Fargo”), as modified by the related
                    Acknowledgements.

                


        

        


         


        
          
             

          

          
            F-2

            
              

            

          

          
             

          

        


        
          	
                  19.

                	
                  Seller’s
                    Warranties and Servicing Agreement, dated as of June 1, 2007,
                    by and
                    between by and between Redwood Trust, Inc. and Wells Fargo, as
                    modified by
                    the related Acknowledgements.

                


        

         

        
          	
                  20.

                	
                  The
                    Master Mortgage Loan Purchase and Interim Servicing Agreement
                    between
                    Greenwich Capital Financial Products, Inc. and HomeBanc Mortgage
                    Corporation, dated as of November 1, 2001, as modified by the
                    related
                    Acknowledgements.

                


        

         

        
          	
                  21.

                	
                  Master
                    Mortgage Loan Purchase Agreement, dated as of June 1, 2006, among
                    RWT
                    Holdings, as Purchaser, Merrill Lynch Credit Corporation, as
                    the Loan
                    Seller, and Merrill Lynch Funding Corporation, as the Participation
                    Seller, as amended to date and as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  22.

                	
                  Mortgage
                    Loan Purchase and Sale Agreement, dated as of April 1, 2004,
                    between GMAC
                    and American Mortgage Network, Inc., as modified by the related
                    Acknowledgements.

                


        

         

        
          	
                  23.

                	
                  Flow
                    Mortgage Loan Sale and Servicing Agreement, dated as of April
                    1, 2003,
                    between RWT Holdings and Bank of America, National Association,
                    as
                    modified by the related
                    Acknowledgements.

                


        

        


        
          	
                  24.

                	
                  Seller’s
                    Purchase, Warranties and Interim Servicing Agreement, dated as
                    of June 1,
                    2006 by and between RMF and Provident Funding Associates, LLP
                    (“Provident”), and an Assignment dated January 15, 2007, between RMF and
                    RWT Holdings, as modified by the related Acknowledgements.
                    

                


        


        
          
             

          

          
            F-3

            
              

            

          

          
             

          

        


        EXHIBIT
          G

         

        LIST
          OF LIMITED PURPOSE SURETY BONDS

         

        


         

        
          	 	
                  1.

                	
                  Ambac
                    Assurance Corporation Surety Bond No. AB0240BE, issued March
                    17, 1999, for
                    Morgan Stanley Dean Witter Credit Corporation
                    loans.

                


        

         

        
          	 	
                  2.

                	
                  Ambac
                    Assurance Corporation Surety Bond No. AB0039BE, issued February
                    26, 1996,
                    for Merrill Lynch Credit Corporation
                    loans.

                


        

        



        
          
             

          

          
            G-1

            
              

            

          

          
             

          

        


        EXHIBIT
          H

         

        FORM
          OF RULE 144A TRANSFER CERTIFICATE

         

        
           

          
            	Re: 	Sequoia Mortgage Trust
                    2007-3 
	 	Mortgage Pass-Through
                    Certificates 


          

           

        

        Reference
          is hereby made to the Pooling and Servicing Agreement, dated as of July
          1, 2007
          (the “Pooling and Servicing Agreement”), by and among Sequoia Residential
          Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer
          and as
          Securities Administrator, and HSBC Bank USA, National Association, as Trustee.
          Capitalized terms used but not defined herein shall have the meanings given
          to
          them in the Pooling and Servicing Agreement.

         

        This
          letter relates to $__________ initial Certificate Principal Amount of Class
          _____ Certificates which are held in the form of Definitive Certificates
          registered in the name of ______________ (the “Transferor”). The Transferor has
          requested a transfer of such Definitive Certificates for Definitive Certificates
          of such Class registered in the name of [insert name of
          transferee].

         

        In
          connection with such request, and in respect of such Certificates, the
          Transferor hereby certifies that such Certificates are being transferred
          in
          accordance with (i) the transfer restrictions set forth in the Pooling
          and
          Servicing Agreement and the Certificates and (ii) Rule 144A under the Securities
          Act to a purchaser that the Transferor reasonably believes is a “qualified
          institutional buyer” within the meaning of Rule 144A purchasing for its own
          account or for the account of a “qualified institutional buyer,” which purchaser
          is aware that the sale to it is being made in reliance upon Rule 144A,
          in a
          transaction meeting the requirements of Rule 144A and in accordance with
          any
          applicable securities laws of any state of the United States or any other
          applicable jurisdiction.

         

        This
          certificate and the statements contained herein are made for your benefit
          and
          the benefit of the Underwriters and the Depositor.

         

        _____________________________________

        [Name
          of Transferor]

         

        By:__________________________________

        Name:

        Title:

         

        Dated:
          ___________, ____


        
          
             

          

          
            H-1

            
              

            

          

          
             

          

        


        EXHIBIT
          I

         

        FORM
          OF PURCHASER’S LETTER FOR

        INSTITUTIONAL
          ACCREDITED INVESTOR

         

                                       

        Date

         

        Dear
          Sirs:

         

        In
          connection with our proposed purchase of $______________ principal amount
          of
          Sequoia Mortgage Trust 2007-3 Mortgage Pass-Through Certificates (the “Privately
          Offered Certificates”) of Sequoia Residential Funding, Inc. (the “Depositor”),
          we confirm that:

         

        
          	
                  (1)

                	
                  We
                    understand that the Privately Offered Certificates have not been,
                    and will
                    not be, registered under the Securities Act of 1933, as amended
                    (the
                    “Securities Act”), and may not be sold except as permitted in the
                    following sentence. We agree, on our own behalf and on behalf
                    of any
                    accounts for which we are acting as hereinafter stated, that
                    if we should
                    sell any Privately Offered Certificates within two years of the
                    later of
                    the date of original issuance of the Privately Offered Certificates
                    or the
                    last day on which such Privately Offered Certificates are owned
                    by the
                    Depositor or any affiliate of the Depositor we will do so only
                    (A) to the
                    Depositor, (B) to “qualified institutional buyers” (within the meaning of
                    Rule 144A under the Securities Act) in accordance with Rule 144A
                    under the
                    Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                    provided by Rule 144 under the Securities Act, or (D) to an institutional
                    “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                    (7) of Regulation D under the Securities Act that is not a QIB
                    (an
                    “Institutional Accredited Investor”) which, prior to such transfer,
                    delivers to the Certificate Registrar under the Pooling and Servicing
                    Agreement, dated as of July 1, 2007 (the “Agreement”), by
                    and among Sequoia Residential Funding, Inc., as Depositor, Wells
                    Fargo
                    Bank, N.A., as Master Servicer and as Securities Administrator,
                    and HSBC
                    Bank USA, National Association, as Trustee,
                    a signed letter in the form of this letter; and we further agree,
                    in the
                    capacities stated above, to provide to any person purchasing
                    any of the
                    Privately Offered Certificates from us a notice advising such
                    purchaser
                    that resales of the Privately Offered Certificates are restricted
                    as
                    stated herein.

                


        

         

        
          	
                  (2)

                	
                  We
                    understand that, in connection with any proposed resale of any
                    Privately
                    Offered Certificates to an Institutional Accredited Investor,
                    we will be
                    required to furnish to the Certificate Registrar a certification
                    from such
                    transferee in the form hereof to confirm that the proposed sale
                    is being
                    made pursuant to an exemption from, or in a transaction not subject
                    to,
                    the registration requirements of the Securities Act. We further
                    understand
                    that the Privately Offered Certificates purchased by us will
                    bear a legend
                    to the foregoing effect.

                


        

         


        
          
             

          

          
            I-1

            
              

            

          

          
             

          

        


        
          	
                  (3)

                	
                  We
                    are acquiring the Privately Offered Certificates for investment
                    purposes
                    and not with a view to, or for offer or sale in connection with,
                    any
                    distribution in violation of the Securities Act. We have such
                    knowledge
                    and experience in financial and business matters as to be capable
                    of
                    evaluating the merits and risks of our investment in the Privately
                    Offered
                    Certificates, and we and any account for which we are acting
                    are each able
                    to bear the economic risk of such
                    investment.

                


        

         

        
          	
                  (4)

                	
                  We
                    are an Institutional Accredited Investor and we are acquiring
                    the
                    Privately Offered Certificates purchased by us for our own account
                    or for
                    one or more accounts (each of which is an Institutional Accredited
                    Investor) as to each of which we exercise sole investment
                    discretion.

                


          	 	 


          	(5)	We have received such information as we deem
                  necessary in
                  order to make our investment decision. 


          	 	 


          	(6)	If we are acquiring ERISA-Restricted Certificates,
                  we
                  understand that in accordance with ERISA, the Code and the Exemption,
                  no
                  Plan and no person acting on behalf of such a Plan may acquire
                  such
                  Certificate except in accordance with Section 3.03(e) of the
                  Agreement.


        

         

         

        Terms
          used in this letter which are not otherwise defined herein have the respective
          meanings assigned thereto in the Agreement.


        
          
             

          

          
            I-2

            
              

            

          

          
             

          

        


        You
          are entitled to rely upon this letter and are irrevocably authorized to
          produce
          this letter or a copy hereof to any interested party in any administrative
          or
          legal proceeding or official inquiry with respect to the matters covered
          hereby.

         

        Very
          truly yours,

         

        __________________________________

        [Purchaser]

         

        By:
          ________________________________

        Name:
          

        Title:

         


        
          
             

          

          
            I-3

            
              

            

          

          
             

          

        


        EXHIBIT
          J

         

        FORM
          OF ERISA TRANSFER AFFIDAVIT

         

        
           

          
            	STATE OF NEW
                    YORK	) 	 
	 	) 	ss.: 
	COUNTY OF NEW YORK
                    	) 	 


          

           

        

        The
          undersigned, being first duly sworn, deposes and says as follows:

         

        1. The
          undersigned is the ______________________ of ______________ (the “Investor”), a
          [corporation duly organized] and existing under the laws of __________,
          on
          behalf of which he makes this affidavit.

         

        2. The
          Investor either (x) is not, and on ___________ [date of transfer] will
          not be,
          an employee benefit plan or other retirement arrangement subject to Section
          406
          of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
          Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
          (collectively, a “Plan”) or a person acting on behalf of any such Plan or
          investing the assets of any such Plan; (y) if the Certificate has been
          the
          subject of an ERISA-Qualifying Underwriting, is an insurance company that
          is
          purchasing the Certificate with funds contained in an “insurance company general
          account” as defined in Section V(e) of Prohibited Transaction Class Exemption
          (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under
          Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate
          Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the
          Certificate Registrar, and upon which the Certificate Registrar, the Trustee,
          the Master Servicer, the Depositor and the Securities Administrator shall
          be
          entitled to rely, to the effect that the purchase or holding of such Certificate
          by the Investor will not constitute or result in any non-exempt prohibited
          transactions under Title I of ERISA or Section 4975 of the Code and will
          not
          subject the Certificate Registrar, the Trustee, the Master Servicer, the
          Depositor or the Securities Administrator to any obligation in addition
          to those
          undertaken by such entities in the Pooling
          and Servicing Agreement, dated as of July 1, 2007 (the “Agreement”),
by
          and
          among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank,
          N.A.,
          as Master Servicer and as Securities Administrator, and HSBC Bank USA,
          National
          Association, as Trustee,
          by
          which
          opinion of counsel shall not be an expense of the Trust Fund or the above
          parties.

         

        3. The
          Investor hereby acknowledges that under the terms of the Agreement, no
          transfer
          of the ERISA-Restricted Certificates shall be permitted to be made to any
          person
          unless the Certificate Registrar has received a certificate from such transferee
          in the form hereof.

         


        
          
             

          

          
            J-1

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, the Investor has caused this instrument to be executed
          on its
          behalf, pursuant to proper authority, by its duly authorized officer, duly
          attested, this ____ day of _______________ 20___.

         

        _________________________________

        [Investor]

         

        By:______________________________

        Name:

        Title:

         

        ATTEST:

         

        


         

        _____________________________

         

         

        
           

          
            	STATE OF 	) 	 
	 	) 	ss.: 
	COUNTY OF 	) 	 


          

           

        

        Personally
          appeared before me the above-named ________________, known or proved to
          me to be
          the same person who executed the foregoing instrument and to be the
          ____________________ of the Investor, and acknowledged that he executed
          the same
          as his free act and deed and the free act and deed of the Investor.

         

        Subscribed
          and sworn before me this _____ day of _________ 20___.

         

        ______________________________

        NOTARY
          PUBLIC

         

        My
          commission expires the

        _____
          day of __________ 20___.

         


        
          
             

          

          
            J-2

            
              

            

          

          
             

          

        


        EXHIBIT
          K

         

        FORM
          OF LETTER OF REPRESENTATIONS

        WITH
          THE DEPOSITORY TRUST COMPANY


        
          
             

          

          
            K-1

            
              

            

          

          
             

          

        


        EXHIBIT
          L

         

         

        ADDITIONAL
          DISCLOSURE NOTIFICATION

        


        Additional
          Disclosure Notification

        


        Wells
          Fargo Bank, N.A.

        Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Fax:
          (410) 715-2380

        Email:
          cts.sec.notifications@wellsfargo.com

        Attn:
          Corporate Trust Services- Sequoia Mortgage Trust 2007-3, Mortgage Pass-Through
          Certificates, Series 2007-3—SEC REPORT PROCESSING

        


        RE:
          **Additional Form [10-D][10-K][8-K] Disclosure** Required

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 6.21[(a)][(b)][(c)] of the Pooling and Servicing
          Agreement, Pooling and Servicing Agreement, dated as of July 1, 2007 (the
          “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor,
          Wells Fargo Bank, N.A., as Master Servicer and as Securities Administrator,
          and
          HSBC Bank USA, National Association, as Trustee with respect to Sequoia
          Mortgage
          Trust 2007-3 Mortgage Pass-Through Certificate, the undersigned, as [ ],
          hereby
          notifies you that certain events have come to our attention that [will]
          [may]
          need to be disclosed on Form [10-D][10-K][8-K].

         

        Description
          of Additional Form [10-D][10-K][8-K] Disclosure:

         


        
          
             

          

          
            L-1

            
              

            

          

          
             

          

        


        


         

        List
          of any Attachments hereto to be included in the Additional Form
          [10-D][10-K][8-K] Disclosure:

         

        


         

        


         

        


         

        Any
          inquiries related to this notification should be directed to [ ], phone
          number:
          [ ]; email address: [ ]. 

         

        [NAME
          OF PARTY],

        as
          [role]

         

        By:                 

        Name:

        Title:

        



        
          
             

          

          
            L-2

            
              

            

          

          
             

          

        


        EXHIBIT
          M

         

        FORM
          OF
          ANNUAL CERTIFICATION

         

         

        Sequoia
          Mortgage Trust 2007-3 (the “Trust”)

        Mortgage
          Pass-Through Certificates

         

        Re: The
          Pooling
          and Servicing Agreement, dated as of July 1, 2007 (the “Agreement”), by and
          among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank,
          N.A.,
          as Master Servicer and as Securities Administrator, and HSBC Bank USA,
          National
          Association, as Trustee with respect to Sequoia Mortgage Trust 2007-3 Mortgage
          Pass-Through Certificate. I, ________________________________, the
          _______________________ of [NAME OF COMPANY] (the “Company”), certify to the
          Depositor and its officers, directors and affiliates, with the knowledge
          and
          intent that they will rely upon this certification, that:

         

        (1) I
          have
          reviewed (i) the servicer compliance statement of the Company provided
          in
          accordance with Section 6.22 of the Pooling and Servicing Agreement (the
“Item
          1123 Certificate”), (ii) the report on assessment of the Company’s compliance
          with the servicing criteria provided in accordance with Section 6.23 of
          the
          Pooling and Servicing Agreement (the “Assessment of Compliance”), (iii) the
          registered public accounting firm’s attestation report provided in accordance
          with Section 6.24 of the Pooling and Servicing Agreement (the “Accountant’s
          Attestation”),
          and all servicing reports, officer’s certificates and other information relating
          to the servicing of the Mortgage Loans by the Company during 20[ ] that
          were
          delivered by the Company to the Securities Administrator pursuant to the
          Agreement (collectively, the “Company Servicing Information”);

         

        (2) Based
          on
          my knowledge, the Company Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Company Servicing Information;

         

        (3) Based
          on
          my knowledge, all of the Company Servicing Information required to be provided
          by the Company under the Agreement has been provided to the Securities
          Administrator;

         

        (4) I
          am
          responsible for reviewing the activities performed by the Company as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Item 1123 Certificate and except as disclosed
          in the
          1123 Certificate, the Assessment of Compliance or the Accountant’s Attestation,
          the Company has fulfilled its obligations under the Agreement in all material
          respects; and


        
          
             

          

          
            M-1

            
              

            

          

          
             

          

        


         

        (5) The
          Item
          1123 Certificate required to be delivered by the Company pursuant to the
          Agreement, and the Assessment of Compliance and the Accountant’s Attestation
          required to be provided by the Company and by any Subservicer or Subcontractor
          pursuant to the Agreement, have been provided to Securities Administrator.
          Any
          material instances of noncompliance described in such reports have been
          disclosed to Securities Administrator. Any material instance of noncompliance
          with the Servicing Criteria has been disclosed in such reports.

         

        


         

        


         

        By:
           ________________________________
          

        Name:

        Title

         

        Date: 


        
          
             

          

          
            M-2

            
              

            

          

          
             

          

        


        EXHIBIT
          N

         

        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        


        The
          Assessment of Compliance to be delivered by the parties listed in the table
          below shall address, at a minimum, the criteria identified below as “Applicable
          Servicing Criteria” for each such party: 

        


        


        


        
          	
                  Regulation
                    AB Reference

                	
                   

                  Servicing
                    Criteria

                	
                   

                  Master
                    Servicer

                	
                  Securities
                    Admini-strator

                	
                   

                   

                  Servicers

                	
                   

                   

                  Custodian

                


        

        


        
          	 	
                  General
                    Servicing Considerations

                	 	 	 


        

        


        
          	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the pool assets are maintained. 

                	
                  N/A

                	
                  N/A

                	
                  N/A

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	 	
                  X

                	 
	 	
                  Cash
                    Collection and Administration

                	 	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate bank collection
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    collection account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	 	 	
                  X

                	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including collection accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 


        

         

         

        
          
             

          

          
            N-1

            
              

            

          

          
             

          

        

         

        
          	 	
                  Investor
                    Remittances and Reporting

                	 	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of pool assets serviced by the Servicer.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	 	
                  Pool
                    Asset Administration

                	 	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	 	 	
                  X

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	 	 	
                  X

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	 	 	
                  X

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	 	 	
                  X

                	 


        

         

         

        
          
             

          

          
            N-2

            
              

            

          

          
             

          

        

         

        
          	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	 	 	
                  X

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	 	 	
                  X

                	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	
                  N/A

                	
                  N/A

                	
                  N/A

                	
                  N/A

                


        

        


        


         

        [NAME
          OF PARTY] 

         

        Date: _________________________

         

        



        
          
             

          

          
            N-3

            
              

            

          

          
             

          

        


        By:

        Name:
           ________________________________
          

        Title:
           ________________________________

        



        
          
             

          

          
            N-4

            
              

            

          

          
             

          

        


        EXHIBIT
          O

         

         

        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 [Distribution Date Statement]

                	
                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  Any
                    information required by 1121 which is NOT included on the [Distribution
                    Date 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
                    proceedings 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
                    (as to itself)

                
	
                  ▪
                    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

                


        

         

         

        
          
             

          

          
            O-1

            
              

            

          

          
             

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  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.

                	 


        

         

        
          
             

          

          
            O-2

            
              

            

          

          
             

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  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

                	 
	
                  Distribution
                    Date Statement to Certificateholders

                	
                  Securities
                    Administrator

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                


        


        
          
             

          

          
            O-3

            
              

            

          

          
             

          

        


        EXHIBIT
          P

         

         

        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.

                	 


        

         

        
          
             

          

          
            P-1

            
              

            

          

          
             

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  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
                    proceedings 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
                    (as to itself)

                
	
                  ▪
                    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 (b)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor
                    as to (a) 

                  Trustee
                    as to (b)

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivative 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 (b)

                


        

         

         

        
          
             

          

          
            P-2

            
              

            

          

          
             

          

        

         

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivative 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 (b)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivative Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        



        
          
             

          

          
            P-3

            
              

            

          

          
             

          

        


        EXHIBIT
          Q

         

         

        ADDITIONAL
          FORM 8-K DISCLOSURE

        


        


        
          	
                  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, custody agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  All
                    parties (as to themselves)

                
	
                  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, custody agreement.

                	
                  All
                    parties (as to themselves)

                
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

                  Disclosure
                    is required regarding the bankruptcy or receivership, with respect
                    to any
                    of the following: 

                	
                  Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Depositor/Sponsor
                    (Seller)

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Affiliated Servicer

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Other Servicer servicing 20% or more of the pool assets at the
                    time of the
                    report

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Other material servicers

                	
                  Servicer
                    (as to itself)

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Significant Obligor

                	
                  Depositor

                


        

         

         

        
          
             

          

          
            Q-1

            
              

            

          

          
             

          

        

         

        
          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    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 Distribution Date 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

                  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
                    (as to itself)/Trustee

                
	
                  Reg
                    AB disclosure about any new servicer or master servicer is also
                    required.

                	
                  Servicer
                    (as to itself)/Master Servicer/Depositor

                
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	
                  Depositor/Securities
                    Administrator

                
	
                  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

                


        

         

        
          
             

          

          
            Q-2

            
              

            

          

          
             

          

        

         

        
          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

        

        
          	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Trustee/Securities
                    Administrator

                
	
                  Item
                    6.05- Securities Act Updating Disclosure

                   

                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	
                  Depositor

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	
                  Depositor

                
	
                  Item
                    7.01- Reg FD Disclosure

                	
                  All
                    parties (as to themselves)

                
	
                  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

                


        

        


        




        
          
             

          

          
            Q-3

            
              

            

          

          
             

          

        


        WELLS
          FARGO BANK, N.A.,

         

        as
          [Securities Administrator] [Master Servicer]

         

        By:_____________________________________

        Name:
          

        
          	 	 	
                  Title:
                    

                


        

         

        

          
            
               

            

            
              Q-4

              
                

              

            

            
               

            

          



        SCHEDULE
          A

         

         

        MORTGAGE
          LOAN SCHEDULE