Unassociated Document


    EXECUTION

     

    
      

      

    

    GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    Depositor

    


    GREENWICH
      CAPITAL FINANCIAL PRODUCTS, INC.,

    Seller

    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Securities Administrator

     

    CLAYTON
      FIXED INCOME SERVICES INC.,

    Credit
      Risk Manager

    


    and

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      and Custodian

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of February 1, 2007

     

    
      
        
          

        

      

       

    

    DSLA
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    


    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Table
        of Contents

       

      
        	 	
                 Page

              
	
                ARTICLE
                  I DEFINITIONS; DECLARATION OF TRUST

              	
                6

              
	 	 
	
                SECTION
                  1.01. Defined Terms

              	
                6

              
	
                SECTION
                  1.02. Accounting

              	
                61

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                61

              
	 	 
	
                SECTION
                  2.01. Conveyance of Mortgage Loans

              	
                61

              
	
                SECTION
                  2.02. Acceptance by Trustee

              	
                69

              
	
                SECTION
                  2.03. Repurchase or Substitution of Mortgage Loans by the Originator
                  and
                  the Seller

              	
                71

              
	
                SECTION
                  2.04. Representations and Warranties of the Seller with Respect
                  to the
                  Mortgage Loans

              	
                75

              
	
                SECTION
                  2.05. Representations and Warranties of the Depositor

              	
                76

              
	
                SECTION
                  2.06. Issuance of Certificates

              	
                78

              
	
                SECTION
                  2.07. Representations and Warranties of the Seller

              	
                78

              
	
                SECTION
                  2.08. Covenants of the Seller

              	
                80

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS;
                  CREDIT RISK
                  MANAGER

              	
                                
                  80

              
	 	 
	
                SECTION
                  3.01. Master Servicer to Service and Administer the Mortgage
                  Loans

              	
                80

              
	
                SECTION
                  3.02. REMIC-Related Covenants

              	
                81

              


      

      
        	
                SECTION
                  3.03. Monitoring of the Servicer

              	
                82

              
	
                SECTION
                  3.04. Fidelity Bond

              	
                83

              
	
                SECTION
                  3.05. Power to Act; Procedures

              	
                84

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

              	
                85

              
	
                SECTION
                  3.07. Release of Mortgage Files

              	
                85

              
	
                SECTION
                  3.08. Documents, Records and Funds in Possession of Master Servicer
                  to be
                  Held for Trust Fund

              	
                86

              
	
                SECTION
                  3.09. Standard Hazard Insurance and Flood Insurance
                  Policies

              	
                87

              
	
                SECTION
                  3.10. Presentment of Claims and Collection of Proceeds

              	
                87

              
	
                SECTION
                  3.11. Maintenance of the Primary Insurance Policies

              	
                88

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

              	
                88

              
	
                SECTION
                  3.13. Realization Upon Defaulted Mortgage Loans

              	
                88

              
	
                SECTION
                  3.14. Additional Compensation to the Master Servicer

              	
                89

              
	
                SECTION
                  3.15. REO Property

              	
                89

              
	
                SECTION
                  3.16. Assessments of Compliance and Attestation Reports

              	
                90

              
	
                SECTION
                  3.17. Annual Compliance Statement

              	
                92

              
	
                SECTION
                  3.18. Enforcement of Regulation AB Deliverables

              	
                93

              
	
                SECTION
                  3.19. Sarbanes-Oxley Certification

              	
                93

              
	
                SECTION
                  3.20. Reports Filed with Securities and Exchange
                  Commission

              	
                94

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.21. Additional Information

              	
                100

              
	
                SECTION
                  3.22. Intention of the Parties and Interpretation

              	
                100

              
	
                SECTION
                  3.23. Indemnification

              	
                100

              
	
                SECTION
                  3.24. [Reserved]

              	
                101

              
	
                SECTION
                  3.25. [Reserved]

              	
                101

              
	
                SECTION
                  3.26. [Reserved]

              	
                101

              
	
                SECTION
                  3.27. [Reserved]

              	
                101

              
	
                SECTION
                  3.28. Closing Opinion of Counsel.

              	
                101

              
	
                SECTION
                  3.29. [Reserved]

              	
                101

              
	
                SECTION
                  3.30. Merger or Consolidation of the Master Servicer

              	
                101

              
	
                SECTION
                  3.31. Indemnification of the Trustee, the Master Servicer and the
                  Securities Administrator

              	
                102

              
	
                SECTION
                  3.32. Limitations on Liability of the Master Servicer and Others;
                  Indemnification of Trustee and Others

              	
                103

              
	
                SECTION
                  3.33. Master Servicer Not to Resign

              	
                104

              
	
                SECTION
                  3.34. Successor Master Servicer

              	
                104

              
	
                SECTION
                  3.35. Sale and Assignment of Master Servicing

              	
                105

              
	
                SECTION
                  3.36. Reporting Requirements of the Commission

              	
                105

              
	
                SECTION
                  3.37. Duties of the Credit Risk Manager

              	
                106

              
	
                SECTION
                  3.38. Limitation Upon Liability of the Credit Risk Manager

              	
                106

              
	
                SECTION
                  3.39. Removal of Credit Risk Manager

              	
                106

              
	 	 
	
                ARTICLE
                  IV ACCOUNTS

              	
                                          
                  106

              
	 	 
	
                SECTION
                  4.01. Servicing Accounts

              	
                107

              
	
                SECTION
                  4.02. Distribution Account.

              	
                108

              
	
                SECTION
                  4.03. Permitted Withdrawals and Transfers from the Distribution
                  Account

              	
                110

              
	
                SECTION
                  4.04. [Reserved]

              	
                112

              
	
                SECTION
                  4.05. Certificate Insurance Policy

              	
                112

              
	
                SECTION
                  4.06. Prefunding Account

              	
                114

              
	
                SECTION
                  4.07. Capitalized Interest Account

              	
                115

              
	 	 
	
                ARTICLE
                  V FLOW OF FUNDS

              	
                                            116

              
	 	 
	
                SECTION
                  5.01. Distributions

              	
                116

              
	
                SECTION
                  5.02. Allocation of Net Deferred Interest

              	
                126

              
	
                SECTION
                  5.03. Allocation of Realized Losses

              	
                126

              
	
                SECTION
                  5.04. Statements

              	
                127

              
	
                SECTION
                  5.05. Remittance Reports; Advances

              	
                131

              
	
                SECTION
                  5.06. Compensating Interest Payments

              	
                132

              
	
                SECTION
                  5.07. Basis Risk Reserve Fund

              	
                132

              
	
                SECTION
                  5.08. Recoveries

              	
                133

              
	
                SECTION
                  5.09. The Final Maturity Reserve Trust

              	
                133

              
	
                SECTION
                  5.10. Yield Maintenance Agreement; Yield Maintenance Trust; Yield
                  Maintenance Trust Account

              	
                134

              
	
                SECTION
                  5.11. Yield Maintenance Account; Collateral Account

              	
                135

              
	
                SECTION
                  5.12. Basis Risk Cap Agreement

              	
                137

              
	
                SECTION
                  5.13. Termination Receipts

              	
                138

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI THE CERTIFICATES

              	
                                           
                  139

              
	 	 
	
                SECTION
                  6.01. The Certificates

              	
                139

              
	
                SECTION
                  6.02. Registration of Transfer and Exchange of
                  Certificates

              	
                140

              
	
                SECTION
                  6.03. Mutilated, Destroyed, Lost or Stolen Certificates

              	
                146

              
	
                SECTION
                  6.04. Persons Deemed Owners

              	
                146

              
	
                SECTION
                  6.05. Appointment of Paying Agent

              	
                147

              
	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                                          
                  147

              
	 	 
	
                SECTION
                  7.01. Event of Default

              	
                147

              
	
                SECTION
                  7.02. Trustee to Act

              	
                150

              
	
                SECTION
                  7.03. Waiver of Event of Default

              	
                151

              
	
                SECTION
                  7.04. Notification to Certificateholders

              	
                151

              
	 	 
	
                ARTICLE
                  VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                                           
                  151

              
	 	 
	
                SECTION
                  8.01. Duties of the Trustee and the Securities
                  Administrator

              	
                151

              
	
                SECTION
                  8.02. Certain Matters Affecting the Trustee and the Securities
                  Administrator

              	
                153

              
	
                SECTION
                  8.03. Trustee and the Securities Administrator Not Liable for Certificates
                  or Mortgage Loans

              	
                155

              
	
                SECTION
                  8.04. Trustee, Custodian, Master Servicer and Securities Administrator
                  May
                  Own Certificates

              	
                156

              
	
                SECTION
                  8.05. Trustee’s and Securities Administrator’s Fees and
                  Expenses

              	
                156

              
	
                SECTION
                  8.06. Eligibility Requirements for Trustee and Securities
                  Administrator

              	
                157

              
	
                SECTION
                  8.07. Resignation or Removal of Trustee and Securities
                  Administrator

              	
                157

              
	
                SECTION
                  8.08. Successor Trustee and Successor Securities
                  Administrator

              	
                159

              
	
                SECTION
                  8.09. Merger or Consolidation of Trustee or Securities
                  Administrator

              	
                160

              
	
                SECTION
                  8.10. Appointment of Co-Trustee or Separate Trustee

              	
                160

              
	
                SECTION
                  8.11. Limitation of Liability

              	
                161

              
	
                SECTION
                  8.12. Trustee May Enforce Claims Without Possession of
                  Certificates

              	
                161

              
	
                SECTION
                  8.13. Suits for Enforcement

              	
                162

              
	
                SECTION
                  8.14. Waiver of Bond Requirement

              	
                162

              
	
                SECTION
                  8.15. Waiver of Inventory, Accounting and Appraisal
                  Requirement

              	
                162

              
	
                SECTION
                  8.16. Appointment of Custodians

              	
                163

              
	
                SECTION
                  8.17. Limitation of Liability of Trustee and Administrator;
                  Indemnification

              	
                163

              
	
                SECTION
                  8.18. Administrator’s Fees and Expenses

              	
                163

              
	
                SECTION
                  8.19. Resignation or Removal of the Administrator

              	
                164

              
	
                SECTION
                  8.20. Closing Opinion of Counsel

              	
                164

              
	 	 
	
                ARTICLE
                  IX REMIC ADMINISTRATION

              	
                                           
                  165

              
	 	 
	
                SECTION
                  9.01. REMIC Administration

              	
                165

              
	
                SECTION
                  9.02. Prohibited Transactions and Activities

              	
                167

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                                          
                  168

              
	 	 
	
                SECTION
                  10.01. Termination

              	
                168

              
	
                SECTION
                  10.02. Additional Termination Requirements

              	
                171

              
	
                SECTION
                  10.03. NIMS Insurer Optional Purchase Right of Distressed Mortgage
                  Loans

              	
                171

              


      

       

      
        
          
          

        

        
          
            iii

          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  XI DISPOSITION OF TRUST FUND ASSETS

              	
                               
                  172

              
	 	 
	
                SECTION
                  11.01. Disposition of Trust Fund Assets

              	
                172

              
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                                172

              
	 	 
	
                SECTION
                  12.01. Amendment

              	
                172

              
	
                SECTION
                  12.02. Recordation of Agreement; Counterparts

              	
                174

              
	
                SECTION
                  12.03. Limitation on Rights of Certificateholders

              	
                174

              
	
                SECTION
                  12.04. Governing Law; Jurisdiction

              	
                175

              
	
                SECTION
                  12.05. Notices

              	
                175

              
	
                SECTION
                  12.06. Severability of Provisions

              	
                176

              
	
                SECTION
                  12.07. Article and Section References

              	
                176

              
	
                SECTION
                  12.08. Notice to the Rating Agencies

              	
                177

              
	
                SECTION
                  12.09. Further Assurances

              	
                178

              
	
                SECTION
                  12.10. Benefits of Agreement

              	
                178

              
	
                SECTION
                  12.11. Acts of Certificateholders

              	
                179

              
	
                SECTION
                  12.12. Successors and Assigns

              	
                179

              
	
                SECTION
                  12.13. Provision of Information

              	
                179

              
	
                SECTION
                  12.14. Transfer of Servicing

              	
                180

              


      

    

     

    
      EXHIBITS
        AND SCHEDULES:

       

      
        	
                Exhibit
                  A

              	
                Form
                  of Senior Certificate

              	
                A

              
	
                Exhibit
                  B

              	
                Form
                  of Subordinate Certificate

              	
                B

              
	
                Exhibit
                  C-1

              	
                Form
                  of Class C Certificate

              	
                C-1

              
	
                Exhibit
                  C-2

              	
                Form
                  of Class P Certificate

              	
                C-2

              
	
                Exhibit
                  C-3

              	
                Form
                  of Class R Certificate

              	
                C-3

              
	
                Exhibit
                  D

              	
                Form
                  of Reverse Certificate

              	
                D

              
	
                Exhibit
                  E

              	
                Certificate
                  Guaranty Insurance Policy

              	
                E

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certification of Trustee

              	
                G-2

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation for Residual Certificate

              	
                I-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation for ERISA Restricted Trust
                  Certificates

              	
                I-2

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                J-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to Section
                  6.02(e)

              	
                L

              
	
                Exhibit
                  M

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification

              	
                M

              
	
                Exhibit
                  N

              	
                List
                  of Servicing Agreement

              	
                N

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                Form
                  of Subsequent Transfer Agreement

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              	
                Q

              
	
                Exhibit
                  R

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

              	
                R

              
	
                Exhibit
                  S

              	
                Form
                  of Securities Administrator Certification

              	
                S

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  T

              	
                Additional
                  Disclosure Notification

              	
                T

              
	
                Exhibit
                  U

              	
                [Reserved]

              	
                U

              
	
                Exhibit
                  V

              	
                [Reserved]

              	
                V

              
	
                Exhibit
                  W

              	
                [Reserved]

              	
                W

              
	
                Exhibit
                  X

              	
                Basis
                  Risk Cap Agreement

              	
                X

              
	
                Exhibit
                  Y

              	
                Yield
                  Maintenance Allocation Agreement

              	
                Y

              
	
                Exhibit
                  Z

              	
                Yield
                  Maintenance Agreement

              	
                Z

              
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 


      

    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    This
      Pooling and Servicing Agreement is dated as of February 1, 2007 (the
“Agreement”),
      among
      GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the
      “Depositor”),
      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a New York corporation, as seller
      (the “Seller”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (in such
      capacity, the “Master
      Servicer”)
      and as
      securities administrator (in such capacity, the “Securities
      Administrator”),
      CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk
      Manager”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
      association, as trustee and custodian (the “Trustee”).

     

    PRELIMINARY
      STATEMENT: 

     

    Through
      this Agreement, the Depositor intends to cause the issuance and sale of the
      DSLA
      Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-AR1
      (the “Certificates”)
      representing in the aggregate the entire beneficial ownership of the Trust
      Fund,
      the primary assets of which are the Mortgage Loans (as defined
      below).

     

    The
      Depositor intends to sell the Certificates, to be issued hereunder in multiple
      classes, which in the aggregate will evidence the entire beneficial ownership
      interest in the Trust Fund. The Certificates will consist of sixteen classes
      of
      certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class
      2A-1A Certificates, (iii) the Class 2A-1B Certificates, (iv) the Class 2A-1C
      Certificates, (v) the Class 2A-2C Certificates, (vi) the Class M-1 Certificates,
      (vii) the Class M-2 Certificates, (viii) Class M-3 Certificates, (ix) the Class
      M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
      Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
      Certificates, (xiv) the Class M-9 Certificates, (xv) the Class C Certificates,
      (xvi) the Class P Certificates and (xvii) the Class R Certificates.

     

    For
      federal income tax purposes, the Trust Fund (exclusive of the assets held in
      the
      Prefunding Account, the Capitalized Interest Account, the Basis Risk Reserve
      Fund, the Basis Risk Cap Agreement, the Basis Risk Cap Account, the Basis Risk
      Cap Replacement Receipts Account, the Yield Maintenance Trust, the Yield
      Maintenance Trust Account, the Yield Maintenance Account, the Yield Maintenance
      Agreement, the Collateral Account, the Final Maturity Reserve Trust and the
      Final Maturity Reserve Account (the “Excluded
      Trust Property”))
      comprises three REMICs in a tiered REMIC structure: the “Lower-Tier
      REMIC,”
the
      “Middle-Tier
      REMIC,”
and
      the
“Upper-Tier
      REMIC.”
Each
      Certificate, other than the Class R Certificates, shall represent ownership
      of a
      regular interest in the Upper-Tier REMIC, as described herein. The LIBOR
      Certificates also
      represent the right to receive (i) payments in respect of the Final Maturity
      Reserve Account, (ii) payments in respect of Basis Risk Shortfalls from the
      Basis Risk Reserve Fund as provided in Section 5.07, (iii) payments in respect
      of Basis Risk Shortfalls from the Yield Maintenance Account as provided in
      Section 5.01(h), and (iv) payments in respect of Basis Risk Shortfalls from
      the
      Basis Risk Cap Account as provided in Section 5.12. The owners of the Class
      C
      Certificates beneficially own the Basis Risk Reserve Fund, the Basis Risk Cap
      Account, the Final Maturity Reserve Account, the Final Maturity Reserve Trust,
      the Yield Maintenance Trust Account, and the Yield Maintenance Account. The
      Class R Certificate represents the sole class of residual interest in the
      Upper-Tier REMIC, as well as the sole residual interest in each of the
      Lower-Tier REMIC and the Middle-Tier REMIC.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    The
      Lower-Tier REMIC will hold as its assets all of the assets constituting the
      Trust Fund (exclusive of the Excluded Trust Property) and will issue five
      uncertificated interests, four of which shall be the “Lower-Tier
      Regular Interests”
and
      one
      residual interest (the “LT-R Interest”), which will represent the sole class of
      residual interest in the Lower-Tier REMIC. 

     

    The
      Middle-Tier REMIC will hold as its assets all of the Lower-Tier Regular
      Interests and shall issue 19 uncertificated interests, 18 of which shall be
      the
“Middle-Tier
      Regular Interests”
and
      one
      residual interest (the “MT-R Interest”), which will represent the sole class of
      residual interest in the Middle-Tier REMIC. 

     

    The
      Upper-Tier REMIC will hold as its assets all of the Middle-Tier Regular
      Interests and shall issue the Certificates. 

     

    For
      purposes of the REMIC Provisions, the startup day for each REMIC created hereby
      is the Closing Date. All REMIC regular and residual interests created hereby
      will be retired on or before the Latest Possible Maturity Date.

     

    Lower-Tier
      REMIC

     

    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance of each Lower-Tier Regular Interest and the LT-R
      Interest:

     

    
      	
              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                Principal

              Balance

            
	
              LT-Initial

            	 	
              (1)

            	 	
              (6)

            
	
              LT-Subsequent

            	 	
              (2)

            	 	
              (7)

            
	
              LT-C

            	 	
              (3)

            	 	
              (3)

            
	
              LT-I

            	 	
              (4)

            	 	
              (4)

            
	
              LT-R

            	 	
              (5)

            	 	
              (5)

            


    

     

     

      
        

      

    

    
      	(1)  	
              The
                interest rate with respect to the first three Distribution Dates
                (and the
                related Accrual Period) for the LT- Initial Lower-Tier Regular Interests
                is a per annum rate equal to the weighted average of the Net Loan
                Rates of
                the Initial Mortgage Loans as of the first day of the related Due
                Period.
                The interest rate for any subsequent Distribution Date (and the related
                Accrual Period) is the Net WAC.

            


    

     

    
      	(2)  	
              The
                interest rate with respect to the first three Distribution Dates
                (and the
                related Accrual Period) for the LT-Subsequent Lower-Tier Regular
                Interest
                is 0.00%, and for every Distribution Date (and related Accrual Period)
                thereafter is the Net WAC. 

            


    

     

    
      	(3)  	
              The
                LT-C Interest is an interest only interest that does not have a principal
                balance. For the first three Distribution Dates only it shall have
                a
                notional balance equal to the aggregate of the Stated Principal Balances,
                if any, of the Subsequent Mortgage Loans as of the first day of the
                related Due Period. For the first three Distribution Dates only,
                it shall
                be entitled to interest, if any, accrued on the Subsequent Mortgage
                Loans
                for the related Due Period at their Net Loan Rates, but only to the
                extent
                the interest so accrued is included in Available Funds for either
                Loan
                Group for such first Distribution Date. For each Distribution Date
                after
                the first three Distribution Dates, the notional balance of the LT-C
                Interest shall be zero and it shall not be entitled to any
                distributions.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(4)  	
              The
                LT-I Interest is an interest only interest that does not have a principal
                balance but has a notional amount as of any Distribution Date equal
                to the
                aggregate of the principal balances of the Mortgage Loans as of the
                first
                day of the related Due Period. For any Distribution Date before the
                Distribution Date in February 2017, it shall bear interest for the
                related
                Due Period at a fixed rate of 0.00%, and for each Distribution Date
                commencing on the Distribution Date in February 2017 and on each
                Distribution Date thereafter until the Final Maturity Reserve Termination
                Date, it shall bear interest for the related Due Period at a fixed
                rate
                equal to the Final Maturity Reserve
                Rate.

            


    

     

    
      	 	
              (5)

            	
              The
                LT-R Interest is the sole Class of residual interest in the Lower-Tier
                REMIC. It does not have an interest rate or a principal
                balance.

            


    

     

    
      	 	
              (6)

            	
              The
                initial principal balance for the LT-Initial Interest shall be equal
                to
                the aggregate Stated Principal Balance of the Initial Mortgage Loans
                as of
                the Cut-off Date.

            


    

     

    
      	 	
              (7)

            	
              The
                initial principal balance for the LT-Subsequent Interest shall be
                equal to
                the Prefunded Amount.

            


    

     

    On
      each
      Distribution Date, Available Funds for both Loan Groups shall be distributed
      among the Lower-Tier Regular Interests and the LT-R Interest in the following
      order of priority:

     

    (1)
      First, as interest on the Lower-Tier Regular Interests at the interest rates
      described above;

     

    (2)
      Second, to the LT-Initial Interest, in reduction of its principal balance,
      an
      amount necessary to cause its principal balance to equal the aggregate of the
      Stated Principal Balances of the Initial Mortgage Loans as of the close of
      the
      related Due Period; 

     

    (2)
      Third, to the LT-Subsequent Interest, in reduction of its principal balance,
      an
      amount necessary to reduce its principal balance to zero; and

     

    (3)
      Finally, to the LT-R Interest, any remaining amounts.

     

    If
      on any
      Distribution Date, Realized Losses have been sustained in the related Prepayment
      Period, and after taking into account distributions on such Distribution Date,
      the aggregate principal balance of the LT-Initial and LT-Subsequent Interests
      exceed the Pool Collateral Balance for such Distribution Date, Realized Losses,
      to the extent of such excess, shall be allocated between the LT-Initial and
      LT-Subsequent Interests in the same manner in which principal distributions
      a
      made on such Lower-Tier Regular Interests. 

     

    On
      each
      Distribution Date, Net Deferred Interest shall be allocated between the
      LT-Initial and LT-Subsequent Interests in the same manner in which principal
      distributions are made on such Lower-Tier Regular Interests. 

     

    On
      each
      Distribution Date, Prepayment Penalty Amounts on the Initial Mortgage Loans
      shall be paid in respect of the LT-Initial Interest and any Prepayment Penalty
      Amounts on the Subsequent Mortgage Loans shall be paid in respect of the
      LT-Subsequent Interests.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Middle-Tier
      REMIC

     

    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance of each Middle-Tier Regular Interest and the MT-R
      Interest:

     

    
      	
               

              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                Principal

              Balance

            	 	
              Corresponding
                Class of Certificate

            
	
              MT-1A-1A

            	 	
              (1)

            	 	
              (5)

            	 	
              1A-1A

            
	
              MT-1A-1B

            	 	
              (1)

            	 	
              (5)

            	 	
              1A-1B

            
	
              MT-2A-1A

            	 	
              (1)

            	 	
              (5)

            	 	
              2A-1A

            
	
              MT-2A-1B

            	 	
              (1)

            	 	
              (5)

            	 	
              2A-1B

            
	
              MT-2A-1C

            	 	
              (1)

            	 	
              (5)

            	 	
              2A-1C

            
	
              MT-M-1

            	 	
              (1)

            	 	
              (5)

            	 	
              M-1

            
	
              MT-M-2

            	 	
              (1)

            	 	
              (5)

            	 	
              M-2

            
	
              MT-M-3

            	 	
              (1)

            	 	
              (5)

            	 	
              M-3

            
	
              MT-M-4

            	 	
              (1)

            	 	
              (5)

            	 	
              M-4

            
	
              MT-M-5

            	 	
              (1)

            	 	
              (5)

            	 	
              M-5

            
	
              MT-M-6

            	 	
              (1)

            	 	
              (5)

            	 	
              M-6

            
	
              MT-M-7

            	 	
              (1)

            	 	
              (5)

            	 	
              M-7

            
	
              MT-M-8

            	 	
              (1)

            	 	
              (5)

            	 	
              M-8

            
	
              MT-M-9

            	 	
              (1)

            	 	
              (5)

            	 	
              M-9

            
	
              MT-P
                

            	 	
              (1)

            	 	
              (5)

            	 	
              P

            
	
              MT-Q

            	 	
              (1)

            	 	
              (6)

            	 	
              N/A

            
	
              MT-I

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              MT-C

            	 	
              (3)

            	 	
              (3)

            	 	
              N/A

            
	
              MT-R

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

     

    
      

    

    
      	(1)  	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these Middle-Tier Regular Interests is
                a per
                annum rate equal to the weighted average of the interest rates on
                the
                LT-Initial and LT-Subsequent Lower-Tier Regular Interests, weighted
                based
                on their relative principal balances as of the first day of the related
                Accrual Period.

            


    

     

    
      	(2)  	
              The
                MT-I Interest is an interest only interest that does not have a principal
                balance. For any Distribution Date, it is entitled to all amounts
                distributed in respect of the LT-I Interest on such Distribution
                Date.
                

            


    

     

    
      	(3)  	
              The
                MT-C Interest is an interest only interest that does not have a principal
                balance. For any Distribution Date, it is entitled to all amounts
                distributed in respect of the LT-C Interest on such Distribution
                Date.
                

            


    

     

    
      	(4)  	
              The
                MT-R Interest is the sole Class of residual interest in the Middle-Tier
                REMIC. It does not have an interest rate or a principal
                balance.

            


    

     

    
      	(5)  	
              Each
                of these Middle-Tier Regular Interests shall have an initial principal
                balance equal to one-half of the Original Class Principal Balance
                of its
                Corresponding Class of
                Certificates.

            


    

     

    
      	(6)  	
              The
                MT-Q Interest shall have an initial principal balance equal to the
                excess
                of (i) the Pool Collateral Balance as of the Cut-off Date, over (ii)
                the
                aggregate initial class principal amount of each remaining Middle-Tier
                Regular Interest.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    On
      each
      Distribution Date, Available Funds shall be distributed in payment of principal
      on the Lower-Tier Regular Interests as follows:

     

    
      	a.  	
              concurrently
                to the MT-1A-1A, MT-1A-1B, MT-2A-1A, MT-2A-1B, MT-2A-1C, MT-M-1,
                MT-M-2,
                MT-M-3, MT-M-4, MT-M-5, MT-M-6, MT-M-7, MT-M-8, MT-M-9 and MT-P Interests
                until the principal balance of each such Middle-Tier Regular Interest
                equals 50% of the Class Principal Balance of the Corresponding Class
                of
                Certificates immediately after such Distribution
                Date;

            


    

    


    
      	b.  	
              to
                the MT-Q Interest until its principal balance equals the excess,
                if any,
                of (I) the Pool Collateral Balance immediately after such Distribution
                Date over (II) the aggregate of the principal balances of the Middle-Tier
                Regular Interests (other than the MT-Q , MT-C, and the MT-I Interests)
                after taking into account distributions on such Distribution Date
                under
                priority (a) above; and

            


    

    


    
      	c.  	
              finally,
                to the Middle-Tier Regular Interests, as distributions of interest
                at the
                interest rates shown in the table
                above.

            


    

    


    On
      each
      Distribution Date, after taking into account principal distributions under
      priorities (a) and (b) above, Realized Losses attributable to principal and
      any
      Net Deferred Interest shall each be allocated among the Middle-Tier Regular
      Interests in the same manner that principal is distributed among such
      Middle-Tier Regular Interests.

     

    On
      each
      Distribution Date, Prepayment Penalty Amounts shall be distributed to the MT-P
      Interest.

     

    Upper-Tier
      REMIC

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate and Original Class Principal Balance for each Class of Certificates, each
      of which, except for the Class R Certificates, is hereby designated as
      representing ownership of a REMIC regular interest in the Upper-Tier REMIC
      for
      purposes of the REMIC Provisions.

     

    
      

        
          	
                  Class

                	 	
                  Original
                    Class Principal Balance or

                  
                    Class
                      Notional Balance

                  

                	 	
                  Pass-Through
                    Rate 

                	 
	
                  Class
                    Notional Balance

                	 	
                	 	 	 
	
                  Class
                    1A-1A

                	 	
                  $

                	
                  168,508,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    1A-1B

                	 	
                  $

                	
                  112,339,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    2A-1A

                	 	
                  $

                	
                  268,329,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    2A-1B

                	 	
                  $

                	
                  111,804,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    2A-1C

                	 	
                  $

                	
                  67,082,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-1

                	 	
                  $

                	
                  14,377,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-2

                	 	
                  $

                	
                  15,576,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-3

                	 	
                  $

                	
                  4,792,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-4

                	 	
                  $

                	
                  9,585,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-5

                	 	
                  $

                	
                  5,592,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-6

                	 	
                  $

                	
                  3,993,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-7

                	 	
                  $

                	
                  4,793,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-8

                	 	
                  $

                	
                  3,994,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    M-9

                	 	
                  $

                	
                  3,993,000

                	 	 	
                  (1

                	
                  )

                
	
                  Class
                    C

                	 	 	
                  (2

                	
                  )

                	 	
                  (2

                	
                  )

                
	
                  Class
                    P

                	 	
                  $

                	
                  100

                	 	 	
                  (3

                	
                  )

                
	
                  Class
                    R

                	 	 	
                  (4

                	
                  )

                	 	
                  (4

                	
                  )

                


        

      

       

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      

    

    
      	(1)  	
              Calculated
                pursuant to the definition of “Pass-Through Rate.” For purposes of the
                REMIC Provisions, for the first Distribution Date only, interest
                accrued
                on any Class of LIBOR Certificates at a Pass-Through Rate in excess
                of the
                Middle-Tier Net WAC Cap shall be deemed to have been paid from the
                Basis
                Risk Reserve Fund, the Yield Maintenance Account, or the Basis Risk
                Cap
                Account.

            


    

     

    
      	(2)  	
              The
                Class C Certificates shall have an initial principal balance of
                $3,994,62116.. The Class C Certificates also comprise a notional
                component
                having a notional amount that at all times will equal the aggregate
                of the
                principal balances of the Middle-Tier Regular Interests (i.e., the
                Pool
                Collateral Balance). For each Distribution Date (and the related
                Accrual
                Period), the notional component shall bear interest at a rate equal
                to the
                excess of (a) the weighted average of the interest rates on the
                Middle-Tier Regular Interests (other than the MT-I and MT-C Interests),
                weighted on the basis of the principal balance of each such Middle-Tier
                Regular Interest, over (b) the Adjusted Middle-Tier WAC. For any
                Distribution Date, interest that accrues on the notional component
                of the
                Class C Certificates shall be deferred to the extent of any increase
                in
                the Overcollateralized Amount on such date. Such deferred interest
                shall
                not itself bear interest. In addition to the rights set forth above,
                the
                Class C Certificates shall also evidence ownership of the MT-I and
                MT-C
                Interests in the Middle-Tier REMIC.

            


    

     

    
      	(3)  	
              The
                Class P Certificates shall not bear interest at a stated rate. The
                Class P
                Certificates shall have an initial Class Principal Balance of $100.00.
                Prepayment Penalty Amounts paid with respect to the Mortgage Loans
                shall
                be distributed to the Class P
                Certificates.

            


    

     

    
      	(4)  	
              The
                Class R Certificates represent the sole class of residual interest
                in the
                Upper-Tier REMIC and do not have a principal balance or a pass-through
                rate. In addition, the Class R Certificates represent ownership of
                the
                LT-R Interest in the Lower-Tier REMIC and the MT-R Interest in the
                Middle-Tier REMIC.

            


    

     

    
      ARTICLE
        I

    

     

    DEFINITIONS;
      DECLARATION OF TRUST

     

    
      SECTION
        1.01. Defined Terms.

    

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. All calculations of interest described herein shall
      be made on the basis of an assumed 360-day year consisting of twelve 30-day
      months unless otherwise indicated in this Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Acceptable
      Successor Servicer”:
      A
      FHLMC- or FNMA-approved servicer that is (i) reasonably acceptable to the Master
      Servicer and (ii) acceptable to each Rating Agency, as evidenced by a letter
      from each such Rating Agency delivered to the Master Servicer and the Trustee
      that such entity’s acting as a successor servicer will not result in a
      qualification, withdrawal or downgrade of the then-current rating of any of
      the
      Certificates (without regard to the Certificate Insurance Policy).

     

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

     

    “Account”:
      The
      Distribution Account, the Yield Maintenance Trust Account, the Yield Maintenance
      Account, the Final Maturity Reserve Account, the Basis Risk Reserve Fund, the
      Servicing Account, the Prefunding Account, the Capitalized Interest Account
      or
      the Policy Account, as the context requires.

     

    “Accrual
      Period”:
      With
      respect to each Distribution Date and the LIBOR Certificates, the period
      beginning on the immediately preceding Distribution Date (or the Closing Date,
      in the case of the first Distribution Date) and ending on the day immediately
      preceding such Distribution Date. Interest for such Classes of LIBOR
      Certificates will be calculated based upon a 360-day year and the actual number
      of days in each Accrual Period. With respect to any Distribution Date, the
      Class
      C Certificates and each Lower-Tier Regular Interest and each Middle-Tier Regular
      Interest, the calendar month preceding such Distribution Date. Interest for
      the
      Class C Certificates and each Lower-Tier Regular Interest and each Middle-Tier
      Regular Interest will be calculated based on a 360-day year and assuming each
      month has 30 days.

     

    “Additional
      Disclosure Notification”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-D Disclosure”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-K Disclosure”:
      As
      defined in Section 3.19(b).

     

    “Adjusted
      Cap Rate”:
      Any of
      the Group 1 Adjusted Cap Rate, the Group 2 Adjusted Cap Rate or the Subordinate
      Adjusted Cap Rate.

     

    “Adjusted
      Middle-Tier WAC”:
      With
      respect to any Distribution Date (and the related Accrual Period), the product
      of (i) 2 multiplied by (ii) the weighted average of the interest rates on the
      Middle-Tier Regular Interests, (other than the MT-I and MT-C Interests) weighted
      on the basis of their principal balances as of the first day of the related
      Accrual Period and computed for this purpose by first (a) subjecting the
      interest rate on the MT-Q and MT-P Interests to a cap of 0.00%, and second
      (b)
      subjecting the interest rate on each of the MT-1A-1A, MT-1A-1B, MT-2A-1A,
      MT-2A-1B, MT-2A-1C, MT-M-1, MT-M-2, MT-M-3, MT-M-4, MT-M-5, MT-M-6, MT-M-7,
      MT-M-8, and MT-M-9 Interests to a cap equal to the product of Pass-Through
      Rate
      for the Corresponding Class of Certificates for such Distribution Date
      multiplied by the quotient of the actual number of days in the Accrual Period
      divided by 30. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    “Administrator”:
      Wells
      Fargo Bank, N.A. and its successors in interest and assigns, or any successor
      administrator appointed as herein provided.

     

    “Advance”:
      With
      respect to any Distribution Date and any Mortgage Loan or REO Property, any
      advance made by the Master Servicer (including, without limitation, the Trustee
      in its capacity as successor Master Servicer) in respect of such Distribution
      Date pursuant to Section 5.05 or by the Servicer in accordance with the
      Servicing Agreement for such Distribution Date.

     

    “Adverse
      REMIC Event”:
      Either
      (i) the 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) the 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 Person, any other Person controlling, controlled by or under
      common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
      or
      indirectly, whether through ownership of voting securities, by contract or
      otherwise and “controlling” and “controlled” shall have meanings correlative to
      the foregoing.

     

    “Aggregate
      Collateral Balance”:
      With
      respect to any date of determination (other than the Closing Date), an amount
      equal to the aggregate Stated Principal Balance of the Mortgage Loans
plus
      the
      amount, if any, then on deposit in the Prefunding Account. With respect to
      the
      Closing Date, an amount equal to the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Initial Cut-off Date plus
      the
      amount on deposit in the Prefunding Account on the Initial Closing
      Date.

     

    “Aggregate
      Final Maturity Reserve Amount”: 
      With respect any Distribution Date, the sum of the Group I Final Maturity
      Reserve Amount and the Group II Final Maturity Reserve Amount.

     

    “Aggregate
      Premium Amount”:
      With
      respect to any Distribution Date and the Insured Certificates, the product
      of
      one-twelfth of the Premium Rate and the aggregate Class Principal Balance of
      the
      Insured Certificates for the immediately preceding Distribution Date, or, in
      the
      case of the first Distribution Date, the Closing Date, in each case after giving
      effect to distributions of principal made on such Distribution
      Date.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Aggregate
      Subsequent Transfer Amount”:
      With
      respect to any Subsequent Transfer Date, the aggregate Stated Principal Balance
      as of the applicable Subsequent Cut-off Date of the Subsequent Mortgage Loans
      conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage
      Loan Schedule delivered pursuant to Section 2.01(b); provided,
      however,
      that
      such amount shall not exceed the amount on deposit in the Prefunding Account
      as
      of such Subsequent Transfer Date.

     

    “Agreement”:
      This
      Pooling and Servicing Agreement dated as of February 1, 2007, as amended,
      supplemented and otherwise modified from time to time.

     

    “Allocated
      Realized Loss Amount”:
      With
      respect to any Distribution Date and any Class of Offered Certificates, an
      amount equal the sum of any Realized Losses allocated to that Class of
      Certificates on such Distribution Date and any Allocated Realized Loss Amounts
      previously allocated to such Class pursuant to Section 5.03 minus
      any
      amounts distributed to such Class pursuant to Section 5.01(a) in respect of
      Allocated Realized Loss Amounts.

     

    “Apportioned
      Principal Balance”:
      With
      respect to any Class of Subordinate Certificates, either Loan Group and any
      Distribution Date, the Class Principal Balance of such Class immediately prior
      to such Distribution Date multiplied by a fraction, the numerator of which
      is
      the Subordinate Component for the related Loan Group for such date and the
      denominator of which is the sum of the Subordinate Components (in the aggregate)
      for such date.

     

    “Assignment”:
      With
      respect to any Mortgage, an assignment of mortgage, notice of transfer or
      equivalent instrument, in recordable form, which is sufficient, under the laws
      of the jurisdiction in which the related Mortgaged Property is located, to
      reflect or record the sale of such Mortgage.

     

    “Available
      Funds”:
      With
      respect to any Distribution Date and any Loan Group, an amount equal to
      (i) the sum, without duplication, of (a) the aggregate of the Monthly
      Payments received on or prior to the related Determination Date (excluding
      Monthly Payments due in future Due Periods but received by the related
      Determination Date) in respect of the Mortgage Loans in such Loan Group,
      (b) Net Liquidation Proceeds, Insurance Proceeds (including from primary
      mortgage insurance policies), Principal Prepayments (excluding Prepayment
      Penalty Amounts), Recoveries and other unscheduled recoveries of principal
      and
      interest in respect of the Mortgage Loans in such Loan Group received during
      the
      related Prepayment Period, (c) the aggregate of any amounts received in respect
      of REO Properties for such Distribution Date in respect of the Mortgage Loans
      in
      such Loan Group, (d) the aggregate of any amounts of Interest Shortfalls
      (excluding for such purpose all shortfalls as a result of Relief Act Reductions)
      paid by the Servicer pursuant to the Servicing Agreement and Compensating
      Interest Payments deposited in the Distribution Account for that Distribution
      Date in respect of the Mortgage Loans in such Loan Group, (e) the aggregate
      of the Purchase Prices, Substitution Adjustments, Repurchase Prices and other
      amounts collected for purchases or substitutions pursuant to Section 2.03
      deposited in the Distribution Account during the related Prepayment Period
      in
      respect of the Mortgage Loans in such Loan Group, (f) the aggregate of any
      Advances made by the Servicer and Advances made by the Master Servicer for
      that
      Distribution Date in respect of the Mortgage Loans in such Loan Group,
      (g) the aggregate of any Advances made by the Trustee (as successor Master
      Servicer) for such Distribution Date pursuant to Section 7.02 hereof in respect
      of the Mortgage Loans in such Loan Group and (h) the Termination Price
      allocated to such Loan Group on the Distribution Date on which the Trust Fund
      is
      terminated and (i) with respect to the Distribution Date in the month
      immediately following the end of the Prefunding Period, any amounts remaining
      in
      the Prefunding Account (other than investment earnings thereon); minus
      (ii) the sum of (u) if there is a Deficiency Amount (i) prior to the end of
      the Prefunding Period, any amount remaining in the Prefunding Account equal
      to
      such Deficiency Amount, and (ii) in the case of the Distribution Date
      immediately following the end of the Prefunding Period, the amount released
      from
      the Prefunding Account and transferred to the Distribution Account, if any,
      equal to such Deficiency Amount, (v) to the extent of amounts attributable
      to interest, the related Premium Amount payable on such Distribution Date to
      the
      Certificate Insurer from the applicable Loan Group, (w) to the extent of
      amounts attributable to interest, the Expense Fees for such Distribution Date
      in
      respect of the Mortgage Loans in such Loan Group, (x) to the extent of amounts
      attributable to interest or principal, as applicable, amounts in reimbursement
      for Advances previously made in respect of the Mortgage Loans in such Loan
      Group
      and other amounts as to which the Servicer, the Trustee, the Credit Risk
      Manager, the Securities Administrator, the Custodian and the Master Servicer
      are
      entitled to be reimbursed pursuant to Section 4.03, (y) first,
      to the
      extent of amounts attributable to interest, and second,
      if such
      amounts are insufficient, to the extent of amounts attributable to principal,
      the amount payable to the Trustee, the Master Servicer, the Custodian or the
      Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section
      3.31(c) in respect of Mortgage Loans in such Loan Group or if not related to
      a
      Mortgage Loan, allocated to each Loan Group on a pro
      rata
      basis
      and (z) amounts deposited in the Distribution Account, as the case may be,
      in
      error, in respect of Mortgage Loans in such Loan Group.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    “Basis
      Risk Cap Account”:
      As
      defined in Section 5.12(a).

     

    “Basis
      Risk Cap Agreement”:
      The
      basis risk cap agreement dated February 22, 2007, which agreement provides
      for
      the monthly payment specified therein to the Securities Administrator (for
      the
      benefit of the Certificateholders) commencing with the Distribution Date in
      April 2007 and ending on the Distribution Date in February 2012, by the Basis
      Risk Cap Provider, but subject to the conditions set forth therein together
      with
      any schedules, confirmations or other agreements relating thereto, attached
      hereto as Exhibit X.

     

    “Basis
      Risk Cap Amount”:
      With
      respect to each Distribution Date, the amount of any payment required to be
      made
      by the Basis Risk Cap Provider pursuant to the terms of the Basis Risk Cap
      Agreement deposited into the Basis Risk Cap Account, and any investment earnings
      thereon.

     

    “Basis
      Risk Cap Payment Date”:
      For so
      long as the Basis Risk Cap Agreement is in effect or any amounts remain unpaid
      thereunder, the Business Day immediately preceding each Distribution
      Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Basis
      Risk Cap Provider”:
      The
      counterparty to the Basis Risk Cap Agreement, and any successor in interest
      or
      assigns. Initially, the Basis Risk Cap Provider shall be The Bank of New
      York.

     

    “Basis
      Risk Cap Replacement Receipts”:
      As
      defined in Section 5.12(b).

     

    “Basis
      Risk Cap Replacement Receipts Account”:
      As
      defined in Section 5.12(b).

     

    “Basis
      Risk Cap Termination Payment”:
      Upon
      the designation of an “Early Termination Date” as defined in the Basis Risk Cap
      Agreement, the payment required to be made by the Basis Risk Cap Provider to
      the
      Securities Administrator pursuant to the terms of the Basis Risk Cap Agreement,
      and any unpaid amounts due on previous Swap Payment Dates and accrued interest
      thereon as provided in the Basis Risk Cap Agreement, as calculated by the Basis
      Risk Cap Provider and furnished to the Trustee.

     

    “Basis
      Risk Cap Termination Receipts”:
      As
      defined in Section 5.12(b).

     

    “Basis
      Risk Cap Termination Receipts Account”:
      As
      defined in Section 5.12(b).

     

    “Basis
      Risk Reserve Fund”:
      A fund
      created as part of the Trust Fund pursuant to Section 5.07 of this Agreement
      but
      which is not an asset of any of the REMICs.

     

    “Basis
      Risk Shortfall”:
      With
      respect to any Distribution Date and the LIBOR Certificates, the sum
      of:

     

    (i)  the
      excess, if any, of the Interest Distributable Amount that such Class would
      have
      been entitled to receive if the Pass-Through Rate for such Class were calculated
      without regard to clause (ii) in the definition thereof, over the actual
      Interest Distributable Amount such Class is entitled to receive for such
      Distribution Date (computed without regard to any allocation of Net Interest
      Shortfalls);

     

    (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 Pass-Through Rate, determined without regard to clause
      (ii) in the definition thereof.

     

    “Book-Entry
      Certificates”:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a Person maintaining an account with the Depository (directly,
      as a “Depository Participant” or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in Section 6.02
      hereof). On the Closing Date, all Classes of the Certificates other than the
      Physical Certificates shall be Book-Entry Certificates.

     

    “Bulk
      PMI Fee”:
      Not
      applicable.

     

    “Bulk
      PMI Fee Rate”:
      Not
      applicable.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Bulk
      PMI Policy”:
      Not
      applicable.

     

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

     

    “Call
      Option”:
      The
      right to terminate this Agreement and the Trust Fund pursuant to the second
      paragraph of Section 10.01(a) hereof.

     

    “Call
      Option Date”:
      As
      defined in Section 10.01(a) hereof.

     

    “Capitalized
      Interest Account”:
      The
      account established and maintained by the Securities Administrator pursuant
      to
      Section 4.07. Such account will not be an asset of any REMIC.

     

    “Capitalized
      Interest Requirement”:
      As
to
      the
      first Distribution Date, an amount equal to the excess of the Basis Risk
      Shortfalls for such Distribution Date over the sum of (i) the Required Reserve
      Fund Deposit for such Distribution Date and (ii) any amounts available from
      the
      Yield Maintenance Account to pay Basis Risk Shortfalls for such Distribution
      Date. 

     

    “Certificate”:
      Any
      Regular Certificate, Residual Certificate, Class C Certificate or Class P
      Certificate.

     

    “Certificate
      Group 1”:
      At any
      time, the Group 1 Certificates.

     

    “Certificate
      Group 2”:
      At any
      time, the Group 2 Certificates.

     

    “Certificate
      Group”:
      Either
      Certificate Group 1 or Certificate Group 2, as the context
      requires.

     

    “Certificate
      Insurance Policy”:
      The
      Certificate Guaranty Insurance Policy (No. AB1062BE)
      with
      respect to the Insured Certificates, and all endorsements thereto dated the
      Closing Date, issued by the Certificate Insurer for the benefit of the Holders
      of the Insured Certificates, a form of which is attached hereto as Exhibit
      E.

     

    “Certificate
      Insurer”:
      Ambac
      Assurance Corporation, a Wisconsin domiciled stock insurance
      corporation.

     

    “Certificate
      Insurer Default”:
      The
      existence and continuance of any of the following: (a) a failure by the
      Certificate Insurer to make a payment required under the Certificate Insurance
      Policy in accordance with its terms; (b) the entry of a decree or order of
      a
      court or agency having jurisdiction in respect of the Certificate Insurer in
      an
      involuntary case under any present or future federal or state bankruptcy,
      insolvency or similar law appointing a conservator or receiver or liquidator
      or
      other similar official of the Certificate Insurer or of any substantial part
      of
      its property, or the entering of an order for the winding up or liquidation
      of
      the affairs of the Certificate Insurer and the continuance of any such decree
      or
      order undischarged or unstayed and in force for a period of 90 consecutive
      days;
      (c) the Certificate Insurer shall consent to the appointment of a conservator
      or
      receiver or liquidator or other similar official in any insolvency, readjustment
      of debt, marshaling of assets and liabilities or similar proceedings of or
      relating to the Certificate Insurer or of or relating to all or substantially
      all of its property; or (d) the Certificate Insurer shall admit in writing
      its
      inability to pay its debts generally as they become due, file a petition to
      take
      advantage of or otherwise voluntarily commence a case or proceeding under any
      applicable bankruptcy, insolvency, reorganization or other similar statute,
      make
      an assignment for the benefit of its creditors, or voluntarily suspend payment
      of its obligations.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Certificate
      Insurer Reimbursement Amount”:
      With
      respect to any Distribution Date, the sum of (a) all amounts previously paid
      by
      the Certificate Insurer in respect of Insured Amounts for which the Certificate
      Insurer has not been reimbursed prior to such Distribution Date and (b) interest
      accrued on the foregoing at the Late Payment Rate from the date the Securities
      Administrator received such amounts paid by the Certificate Insurer to such
      Distribution Date.

     

    “Certificate
      Owner”:
      With
      respect to each Book-Entry Certificate, any beneficial owner thereof and with
      respect to each Physical Certificate, the Certificateholder
      thereof.

     

    “Certificate
      Principal Balance”:
      With
      respect to each Certificate of a given Class (other than the Class C and Class
      R
      Certificates) and any date of determination, the product of (i) the Class
      Principal Balance of such Class and (ii) the applicable Percentage Interest
      of
      such Certificate.

     

    “Certificate
      Register”
and
      “Certificate
      Registrar”:
      The
      register maintained and registrar appointed pursuant to Section 6.02 hereof,
      which initially shall be the Securities Administrator.

     

    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or non-U.S. Person shall not be a Holder
      of the Residual Certificate for any purpose hereof; provided
      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 NIMS Insurer, the Securities Administrator,
      the Servicer, the Credit Risk Manager 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.

     

    “Certification
      Parties”:
      As
      defined in Section 3.19.

     

    “Certifying
      Person”:
      As
      defined in Section 3.19.

     

    “Class”:
      Collectively, Certificates that have the same priority of payment and bear
      the
      same class designation and the form of which is identical except for variation
      in the Percentage Interest evidenced thereby.

     

    “Class
      1A-1B Premium Amount”:
      With
      respect to any Distribution Date and the Class 1A-1B Certificates, the product
      of one-twelfth of the Premium Rate and the Class Principal Balance of the Class
      1A-1B Certificates on the immediately preceding Distribution Date, or, in the
      case of the first Distribution Date, on the Closing Date, in each case after
      giving effect to distributions of principal made on such Distribution
      Date.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Class
      2A-1C Premium Amount”:
      With
      respect to any Distribution Date and the Class 2A-1C Certificates, the product
      of one-twelfth of the Premium Rate and the Class Principal Balance of the Class
      2A-1C Certificates on the immediately preceding Distribution Date, or, in the
      case of the first Distribution Date, on the Closing Date, in each case after
      giving effect to distributions of principal made on such Distribution
      Date.

     

    “Class
      C Distributable Amount”:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class C Notional Balance, as described in the Preliminary Statement, but that
      has not been distributed pursuant to Section 5.01(a)(iv)(I) hereof prior to
      such
      Distribution Date. In addition, such amount shall include the initial
      Overcollateralized Amount (less the $100 of such amount allocated to the Class
      P
      Certificates) to the extent such amount has not been distributed on prior
      Distribution Dates as part of the Overcollateralization Release
      Amount.

     

    “Class
      C Notional Balance”:
      With
      respect to any Distribution Date (and the related Accrual Period) the aggregate
      principal balance of the Middle-Tier Regular Interests (the Pool Collateral
      Balance) as specified in the Preliminary Statement.

     

    “Class
      LT-R Interest”:
      As
      described in the Preliminary Statement.

     

    “Class
      M-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-1 Certificates immediately
      prior to such Distribution Date
      and (b)
      the excess of (x) the sum of (i) the aggregate Class Principal Balance of the
      Senior Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date) and (ii) the Class
      Principal Balance of the Class M-1 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 83.275% and thereafter 85.900% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      the
      Overcollateralization Floor.

     

    “Class
      M-2 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date) and (iii) the Class Principal Balance of
      the
      Class M-2 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to March
      2013,
      87.250% and thereafter 89.800% and (ii) the Aggregate Collateral Balance as
      of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the Aggregate Collateral Balance as of the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      the
      Overcollateralization Floor.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Class
      M-3 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-3 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Class
      Principal Balance of the Class M-3 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 88.750% and thereafter 91.000% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      the
      Overcollateralization Floor.

     

    “Class
      M-4 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-4 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M- 3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date) and (v) the Class Principal Balance of the Class M-4 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to March 2013, 91.750% and
      thereafter 93.400% and (ii) the Aggregate Collateral Balance as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the Aggregate Collateral Balance as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) minus
      the
      Overcollateralization Floor.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Class
      M-5 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-5 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class M-4 Certificates (after
      taking into account the distribution of the Class M-4 Principal Distribution
      Amount on such Distribution Date) and (vi) the Class Principal Balance of the
      Class M-5 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to March
      2013,
      93.500% and thereafter 94.800% and (ii) the Aggregate Collateral Balance as
      of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the Aggregate Collateral Balance as of the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      the
      Overcollateralization Floor.

     

    “Class
      M-6 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-6 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class M-4 Certificates (after
      taking into account the distribution of the Class M-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      M-5 Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date) and (vii) the Class
      Principal Balance of the Class M-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 94.750% and thereafter 95.800% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      the
      Overcollateralization Floor.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    “Class
      M-7 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-7 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class M-4 Certificates (after
      taking into account the distribution of the Class M-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      M-5 Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date) (vii) the Class
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date)and (viii) the Class Principal Balance of the Class M-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to March 2013, 96.250% and
      thereafter 97.000% and (ii) the Aggregate Collateral Balance as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the Aggregate Collateral Balance as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) minus
      the
      Overcollateralization Floor.

     

    “Class
      M-8 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-7 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class M-4 Certificates (after
      taking into account the distribution of the Class M-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      M-5 Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date) (vii) the Class
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Class Principal Balance of the Class M-7 Certificates (after
      taking into account the distribution of the Class M-7 Principal Distribution
      Amount on such Distribution Date) and (ix) the Class Principal Balance of the
      Class M-8 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to March
      2013,
      97.500% and thereafter 98000% and (ii) the Aggregate Collateral Balance as
      of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the Aggregate Collateral Balance as of the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      the
      Overcollateralization Floor.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Class
      M-9 Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Class
      Principal Balance of the Class M-7 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class M-1 Certificates (after
      taking into account the distribution of the Class M-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class M-4 Certificates (after
      taking into account the distribution of the Class M-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      M-5 Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date) (vii) the Class
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Class Principal Balance of the Class M-7 Certificates (after
      taking into account the distribution of the Class M-7 Principal Distribution
      Amount on such Distribution Date), (ix) the Class Principal Balance of the
      Class
      M-8 Certificates (after taking into account the distribution of the Class M-8
      Principal Distribution Amount on such Distribution Date) and (x) the Class
      Principal Balance of the Class M-9 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 98.750% and thereafter 99.000% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      the
      Overcollateralization Floor.

     

    “Class
      P Distributable Amount”:
      With
      respect to each Distribution Date, all Prepayment Penalty Amounts in respect
      of
      the Mortgage Loans received by the Servicer for the related Prepayment
      Period.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Class
      Principal Balance”:
      With
      respect to any Distribution Date and any Class of Regular Certificates, the
      Original Class Principal Balance thereof as (a) reduced by the sum of (x) all
      amounts actually distributed in respect of principal of that Class (including
      amounts paid from the Yield Maintenance Account pursuant to Section 5.01(h)(vii)
      on all prior Distribution Dates (provided,
      however,
      that
      the Certificate Insurer will be subrogated to the amount of any Realized Losses
      paid by it to the Insured Certificates), (y) all Realized
      Losses, if any, actually
      allocated to that Class on all prior Distribution Dates and (z) any applicable
      Writedown Amount, and (b) increased by (x) the amount of Deferred Interest
      allocated to such Class of Certificates on such Distribution Date as set forth
      in Section 5.02 and (y) the amount paid in respect of Allocated Realized Loss
      Amounts to such Class of Certificates on such Distribution Date from the Yield
      Maintenance Account pursuant to Section 5.01(h)(i) or (ii) and (c) any
      Recoveries allocated to such Class of Certificates pursuant to Section 5.08.
      

     

    “Class
      Subordination Percentage”:
      With
      respect to each Class of Subordinate Certificates and any Distribution Date,
      the
      percentage equivalent of a fraction the numerator of which is the Class
      Principal Balance of such Class immediately before such Distribution Date and
      the denominator of which is the aggregate of the Class Principal Balances of
      all
      Classes of Certificates immediately before such Distribution Date.

     

    “Close
      of Business”:
      As
      used herein, with respect to any Business Day and location, 5:00 p.m. at such
      location.

     

    “Closing
      Date”:
      February 22, 2007.

     

    “Code”:
      The
      Internal Revenue Code of 1986, as amended.

     

    “Collateral
      Account”:
      The
      account established and maintained by the Securities Administrator in accordance
      with the provisions of Section 5.11.

     

    “Commission”:
      U.S.
      Securities and Exchange Commission.

     

    “Commitment
      Letter”:
      The
      letter dated the Closing Date from the Seller and the Depositor to the
      Certificate Insurer (a copy of which has been furnished to the Trustee) setting
      forth the payment arrangements for the Aggregate Premium Amount on the
      Certificate Insurance Policy and certain related expense payment
      arrangements.

     

    “Compensating
      Interest Payment”:
      With
      respect to any Distribution Date, an amount equal to the amount, if any, by
      which (x) the aggregate amount of any Interest Shortfalls (excluding for such
      purpose all shortfalls as a result of Relief Act Reductions) required to be
      paid
      by the Servicer pursuant to the Servicing Agreement with respect to such
      Distribution Date, exceeds (y) the aggregate amount actually paid by the
      Servicer in respect of such shortfalls; provided,
      that
      such
      amount is limited to the Servicing Fee for such Distribution Date; provided,
      further,
      that
      such
      amount, to the extent payable by the Master Servicer (or the Trustee as
      successor Master Servicer), shall not exceed the aggregate Master Servicing
      Fee
      that would be payable to the Master Servicer (or the Trustee as successor Master
      Servicer) in respect of such Distribution Date without giving effect to any
      Compensating Interest Payment. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

    “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.

     

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

     

    “Cooperative
      Loan Documents”:
      With
      respect to any Cooperative Loan, (i) the Cooperative Shares, together with
      a
      stock power in blank; (ii) the original or a copy of the executed Security
      Agreement and the assignment of the Security Agreement in blank; (iii) the
      original or a copy of the executed Proprietary Lease and the original assignment
      of the Proprietary Lease endorsed in blank; (iv) the original, if available,
      or
      a copy of the executed Recognition Agreement and, if available, the original
      assignment of the Recognition Agreement (or a blanket assignment of all
      Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing
      statement with evidence of recording thereon, which has been filed in all places
      required to perfect the security interest in the Cooperative Shares and the
      Proprietary Lease; and (vi) executed UCC amendments (or copies thereof) or
      other
      appropriate UCC financing statements required by state law, evidencing a
      complete and unbroken line from the mortgagee to the Trustee with evidence
      of
      recording thereon (or in a form suitable for recordation).

     

    “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
      Cooperative Shares of the Cooperative Corporation.

     

    “Cooperative
      Shares”:
      Shares
      issued by a Cooperative Corporation.

     

    “Cooperative
      Unit”:
      A
      single family dwelling located in a Cooperative Property.

     

    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
      California 92705, Attention: DSLA Trust 2007-AR1, or at such other address
      as
      the Trustee may designate from time to time by notice to the Certificateholders,
      the Depositor, the Master Servicer, the Securities Administrator and the Seller.
      With respect to the Securities Administrator and the Certificate Registrar
      and
      (i) presentment of Certificates for registration of transfer, exchange or final
      payment, Wells Fargo Bank, National Association, Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, DSLA Mortgage
      Loan Trust 2007-AR1, and (ii) for all other purposes, P.O. Box 98, Columbia,
      Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road, Columbia,
      Maryland 21045), Attention: Corporate Trust, DSLA Mortgage Loan Trust
      2007-AR1.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Corresponding
      Class”:
      With
      respect to each class of Middle Tier Regular Interests, the Class or Classes
      of
      Certificates corresponding to such class as set forth in the Preliminary
      Statement. 

     

    “Credit
      Enhancement Percentage”:
      With
      respect to any Distribution Date and any Class of Certificates, the percentage
      obtained by dividing (i) the sum of (x) the aggregate Class Principal Balance
      of
      the Subordinate Certificates subordinate to such Class and (y) the
      Overcollateralized Amount by (y) the Aggregate Collateral Balance.

    

      
        	 	 	
                Initial
                  Credit Enhancement Percentage

              	 	
                Target
                  Credit Enhancement Percentage before March 2013
                  or Stepdown Date

              	 	
                Target
                  Credit 

                Enhancement
                  Percentage on or after March 2013 

                or
                  Stepdown Date

              	 
	
                Senior

              	 	 	
                8.850

              	
                %

              	 	
                22.125

              	
                %

              	 	
                17.700

              	
                %

              
	
                M-1

              	 	 	
                7.050

              	
                %

              	 	
                17.625

              	
                %

              	 	
                14.100

              	
                %

              
	
                M-2

              	 	 	
                5.100

              	
                %

              	 	
                12.750

              	
                %

              	 	
                10.200

              	
                %

              
	
                M-3

              	 	 	
                4.500

              	
                %

              	 	
                11.250

              	
                %

              	 	
                9.000

              	
                %

              
	
                M-4

              	 	 	
                3.300

              	
                %

              	 	
                8.250

              	
                %

              	 	
                6.600

              	
                %

              
	
                M-5

              	 	 	
                2.600

              	
                %

              	 	
                6.500

              	
                %

              	 	
                5.200

              	
                %

              
	
                M-6

              	 	 	
                2.100

              	
                %

              	 	
                5.250

              	
                %

              	 	
                4.200

              	
                %

              
	
                M-7

              	 	 	
                1.500

              	
                %

              	 	
                3.750

              	
                %

              	 	
                3.000

              	
                %

              
	
                M-8

              	 	 	
                1.000

              	
                %

              	 	
                2.500

              	
                %

              	 	
                2.000

              	
                %

              
	
                M-9

              	 	 	
                0.500

              	
                %

              	 	
                1.250

              	
                %

              	 	
                1.000

              	
                %

              


      

    

     

    “Credit
      Risk Management Agreement”:
      Either
      (i) any of the credit risk management agreements dated as of the Closing Date,
      entered into by the Servicer and the Credit Risk Manager or (ii) the credit
      risk
      management agreement dated as of the Closing Date, entered into by the Master
      Servicer and the Credit Risk Manager, as applicable.

     

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

     

    “Credit
      Risk Manager Fee”:
      With
      respect to any Distribution Date and each Mortgage Loan, an amount equal to
      the
      product of (a) one twelfth, (b) the Credit Risk Manager Fee Rate and (c) the
      Scheduled Principal Balance of such Mortgage Loan as of the first day of the
      related Collection Period.

     

    “Credit
      Risk Manager Fee Rate”:
      0.0050% per annum.

     

    “Custodian”:
      The
      Trustee will maintain custody of the Mortgage Loans. For convenience, Deutsche
      Bank National Trust Company and its successors in interest and assigns in their
      custodial capacity of the Mortgage Files are referred to herein as the
      Custodian.

     

    “Cut-off
      Date”:
      The
      Initial Cut-off Date or the Subsequent Cut-off Date, as applicable.


     

    “Cut-off
      Date Aggregate Principal Balance”:
      The
      aggregate of the Cut-off Date Principal Balances of all of the Mortgage
      Loans.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Cut-off
      Date Collateral Balance”:
      With
      respect to any Distribution Date, the sum of (i) the aggregate Stated Principal
      Balance of all Initial Mortgage Loans as of the Initial Cut-off Date and (ii)
      the Prefunded Amount.

     

    “Cut-off
      Date Principal Balance”:
      With
      respect to any Mortgage Loan, the principal balance thereof remaining to be
      paid, after application of all scheduled principal payments due on or before
      the
      applicable Cut-off Date whether or not received as of the applicable Cut-off
      Date (or as of the applicable date of substitution with respect to a Qualified
      Substitute Mortgage Loan).

     

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

     

    “Deferred
      Interest”:
      With
      respect to each Mortgage Loan and each related Due Date, will be the excess,
      if
      any, of the amount of interest accrued on such Mortgage Loan from the preceding
      Due Date to such due date over the portion of the Monthly Payment allocated
      to
      interest for such Due Date.

     

    “Deficiency
      Amount”:
      With
      respect to the Insured Certificates, (a) for any Distribution Date prior to
      the
      Final Distribution Date, the sum of (1) the excess, if any, of the Monthly
      Interest Distributable Amount on the Insured Certificates for such Distribution
      Date, net of any Interest Shortfalls, Basis Risk Shortfalls and Net Deferred
      Interest, over the amount of Available Funds to pay such net amount on the
      Insured Certificates on such Distribution Date and (2) the amount, if any,
      of
      any Realized Losses allocable to the Insured Certificates on such Distribution
      Date (after giving effect to all distributions to be made thereon on such
      Distribution Date, other than pursuant to a claim on the Certificate Insurance
      Policy) and (b) for the Final Distribution Date, the sum of (x) the amount
      set
      forth in clause (a)(1) above and (y) the aggregate outstanding Certificate
      Principal Balance of the Insured Certificates, after giving effect to all
      payments of principal on the Insured Certificates on such Final Distribution
      Date, other than pursuant to a claim on the Certificate Insurance Policy on
      that
      Distribution Date. Deficiency Amount shall not include (a) any portion of a
      Deficiency Amount due to holders of the Insured Certificates because a notice
      and certificate in proper form as required by the Certificate Insurance Policy
      was not timely received by the Certificate Insurer and (b) any portion of a
      Deficiency Amount due to holders of the Insured Certificates representing
      interest on any unpaid interest accrued from and including the date of payment
      by the Certificate Insurer of the amount of such unpaid interest.

     

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

     

    “Definitive
      Certificates”:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d)
      hereof.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Deleted
      Mortgage Loan”:
      A
      Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
      Mortgage Loans.

     

    “Delinquent”:
      Any
      Mortgage Loan with respect to which the Monthly Payment due on a Due Date is
      not
      made.

     

    “Depositor”:
      Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor
      in
      interest or assign.

     

    “Depository”:
      The
      initial Depository shall be The Depository Trust Company, whose nominee is
      Cede
& Co., or any other organization registered as a “clearing agency” pursuant
      to Section 17A of the Exchange Act. The Depository shall initially be the
      registered Holder of the Book-Entry Certificates. The Depository shall at all
      times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform
      Commercial Code of the State of New York.

     

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

     

    “Determination
      Date”:
      With
      respect to any Distribution Date and each Mortgage Loan, the date each month,
      as
      set forth in the Servicing Agreement, on which the Servicer determines the
      amount of all funds required to be remitted to the Master Servicer on the
      Servicer Remittance Date with respect to such Mortgage Loan. 

     

    “Disqualified
      Organization”:
      A
“disqualified organization” defined in Section 860E(e)(5) of the Code, or any
      other Person so designated by the Securities Administrator based upon an Opinion
      of Counsel provided to the Securities Administrator by nationally recognized
      counsel acceptable to the Securities Administrator that the holding of an
      ownership interest in the Residual Certificate by such Person may cause the
      Trust Fund or any Person having an ownership interest in any Class of
      Certificates (other than such Person) to incur liability for any federal tax
      imposed under the Code that would not otherwise be imposed but for the transfer
      of an ownership interest in the Residual Certificate to such
      Person.

     

    “Distressed
      Mortgage Loan”:
      Any
      Mortgage Loan that at the date of determination is Delinquent in payment for
      a
      period of 90 days or more without giving effect to any grace period permitted
      by
      the related Mortgage Note or for which the Servicer on behalf of the Trust
      Fund
      has accepted a deed in lieu of foreclosure.

     

    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section 4.02 hereof for the benefit of the Certificate Insurer
      and
      the Certificateholders and designated “Distribution Account, Wells Fargo Bank,
      N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust
      Company, as Trustee, in trust for the registered Holders of DSLA Mortgage Loan
      Trust Mortgage Loan Pass-Through Certificates, Series 2007-AR1” and which must
      be an Eligible Account.

     

    “Distribution
      Account Income”:
      With
      respect to any Distribution Date, any interest or other investment income earned
      on funds deposited in the Distribution Account during the month of such
      Distribution Date.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Distribution
      Date”:
      The
      19th day of each month, or, if such day is not a Business Day, the next Business
      Day commencing in March 2007.

     

    “Distribution
      Date Statement”:
      As
      defined in Section 5.04(a) hereof.

     

    “Downey”:
      Downey
      Savings and Loan Association, F.A., and its successors in interest and assigns,
      in its capacity as Originator and the Servicer.

     

    “Due
      Date”:
      With
      respect to each Mortgage Loan and any Distribution Date, the first day of the
      calendar month in which such Distribution Date occurs on which the Monthly
      Payment for such Mortgage Loan was due, exclusive of any days of
      grace.

     

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

     

    “Eligible
      Account”:
      Any
      of:

     

    (i)  an
      account or accounts maintained with a federal or state chartered depository
      institution or trust company the 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 short-term unsecured debt
      obligations of such holding company) are rated in the highest short term rating
      category of each Rating Agency at the time any amounts are held on deposit
      therein;

     

    (ii)  an
      account or accounts the deposits in which are fully insured by the FDIC (to
      the
      limits established by it), the uninsured deposits in which account are otherwise
      secured such that, as evidenced by an Opinion of Counsel delivered to the
      Securities Administrator and the Trustee and to each Rating Agency, the Trustee
      on behalf of the Certificateholders will have a claim with respect to the funds
      in the account or a perfected first priority security interest against the
      collateral (which shall be limited to Permitted Investments) securing those
      funds that is superior to claims of any other depositors or creditors of the
      depository institution with which such account is maintained;

     

    (iii)  a
      trust
      account or accounts maintained with the trust department of a federal or state
      chartered depository institution, national banking association or trust company
      acting in its fiduciary capacity; or 

     

    (iv)  an
      account otherwise acceptable to each Rating Agency without reduction or
      withdrawal of its then current ratings of the Certificates (without regard
      to
      the Certificate Insurance Policy) as evidenced by a letter from such Rating
      Agency to the Securities Administrator and the Trustee. Eligible Accounts may
      bear interest.

     

    “Endorsement”:
      As
      defined in the Certificate Insurance Policy.

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “ERISA-Restricted
      Certificates”:
      (i)
      the Class C Certificates, the Class P Certificates and the Residual Certificates
      and (ii) any Offered Certificates that are not rated at least “BBB-” (or its
      equivalent) by at least one nationally rated statistical
      rating organization upon acquisition.

     

    “ERISA
      Restricted Trust Certificate”:
      The
      Offered Certificates.

     

    “Event
      of Default”:
      In
      respect of the Master Servicer, one or more of the events (howsoever described)
      set forth in Section 7.01 hereof as an event or events upon the occurrence
      and
      continuation of which the Master Servicer may be terminated.

     

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

     

    “Excess
      Servicing Fee Rate”:
      With
      respect to any Mortgage Loan, the excess, if any, of 0.375% per annum over
      the
      Subservicing Fee Rate.

     

    “Expense
      Fee”:
      With
      respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii)
      the
      Servicing Fee, (iii) the Credit Risk Manager Fee, (iv) any Bulk PMI Fee, if
      applicable, and (v) with respect to any Lender-Paid Mortgage Insurance Loan,
      the
      Lender-Paid Mortgage Insurance Fee.

     

    “Expense
      Fee Rate”:
      With
      respect to any Mortgage Loan, the per annum rate at which the Expense Fee
      accrues for such Mortgage Loan as set forth in the Mortgage Loan
      Schedule.

     

    “Extra
      Principal Distribution Amount”:
      With
      respect to any Distribution Date, is the lesser of (x) the Net Monthly Excess
      Cashflow for such Distribution Date (after distribution of any amounts pursuant
      to Section 5.01(a)(iii)(A) and (B)) and (y) the Overcollateralization Deficiency
      Amount for such Distribution Date.

     

    “Fannie
      Mae”:
      The
      Federal National Mortgage Association or any successor thereto.

     

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

     

    “Final
      Distribution Date”:
      The
      Distribution Date occurring in March 2037 (other
      than the Insured Certificates, which is April 2038).

     

    “Final
      Maturity Reserve Account”:
      The
      account created pursuant to Section 5.09 of this Agreement.

     

    “Final
      Maturity Reserve Rate”:
      A per
      annum rate equal to the product of (i) 1.00% and (ii) a fraction, the numerator
      of which is the aggregate Stated Principal Balance as of the applicable Cut-off
      Date of the Mortgage Loans having 40-year original terms to maturity and the
      denominator of which is the aggregate Stated Principal Balance as of the
      applicable Cut-off Date of all of the Mortgage Loans.

     

    “Final
      Maturity Reserve Schedule”:
      With
      respect to each Distribution Date on or after the Distribution Date in February
      2017 through and including Final Maturity Reserve Termination Date, the
      aggregate principal balance set forth on Schedule II hereto for that
      Distribution Date.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Final
      Maturity Reserve Termination Date”:
      With
      respect to each Distribution Date on or after the Distribution Date in March
      2017, the earlier of (i) the Distribution Date in March 2037 or (ii) the
      termination of the Trust Fund.

     

    “Final
      Maturity Reserve Trust”:
      The
      corpus of a trust created pursuant to Section 5.09 of this Agreement and
      designated as the “Final Maturity Reserve Trust,” consisting of the Final
      Maturity Reserve Account, but which is not an asset of any REMIC.

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Seller pursuant to or
      contemplated by Section 2.03, 3.25 and 10.01), a determination made by the
      Servicer, and reported to the Trustee, that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which the Servicer expects to be
      finally recoverable in respect thereof have been so recovered.

     

    “Form
      8-K Disclosure Information”:
      As
      defined in Section 3.19(c).

     

    “Freddie
      Mac”:
      The
      Federal Home Loan Mortgage Corporation or any successor thereto.

     

    “GCFP”:
      Greenwich Capital Financial Products, Inc., and its successors in interest
      and
      assigns.

     

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

     

    “Group
      2 Adjusted Cap Rate”:
      With
      respect to any Distribution Date and the Group 1 Certificates, the Net WAC
      Cap
      for such Distribution Date, determined by first reducing the Net WAC by a per
      annum rate equal to the product of (i) the Net Deferred Interest for Loan Group
      1 for that Distribution Date multiplied by (ii) 12, divided
      by
      the Loan
      Group Collateral Balance for Loan Group 1 as of the first day of the month
      before such Distribution Date (or in the case of the first Distribution Date,
      as
      of the Initial Cut-off Date).

     

    “Group
      1 Certificates”:
      The
      Class 1A-1A and Class 1A-1B Certificates.

     

    “Group
      1 Final Maturity Reserve Amount”:
      With
      respect to each Distribution Date prior to the Distribution Date in February
      2017, zero. With respect to each Distribution Date commencing on the
      Distribution Date in February 2017 and on each Distribution Date thereafter
      until the Final Maturity Reserve Termination Date, an amount equal to the lesser
      of (x) the product of (i) the quotient of the Final Maturity Reserve Rate
divided
      by
      12 and
      (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans on
      the
      first day of the related Due Period (not including for this purpose Group 1
      Mortgage Loans for which prepayments in full have been received and distributed
      in the month prior to the Distribution Date) and (y)
      the
      Interest Remittance Amount for Loan Group 1 after making any withdrawals from
      the Distribution Account pursuant to Section 4.03(a) (excluding clause (xiv)
      therein).
      Notwithstanding the foregoing, if on any Distribution Date the aggregate Stated
      Principal Balance of Mortgage Loans having 40-year original terms to maturity
      on
      such Distribution Date is less than or equal to the applicable amount set forth
      in the Final Maturity Reserve Schedule, the Final Maturity Reserve Amount shall
      equal zero.

     

    
      
        
        

      

      
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    “Group
      1 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan Schedule and
      that
      has a Stated Principal Balance at origination that conforms to Freddie Mac
      loan
      limits.

     

    “Group
      1 Prefunded Amount”:
      The
      amount deposited in the Prefunding Account on the Closing Date to purchase
      additional Group 1 Mortgage Loans, which shall equal $0.00.

     

    “Group
      1 Principal Distribution Amount”:
      For
      any Distribution Date on or after the Stepdown Date and as long as a Trigger
      Event has not occurred or is not continuing with respect to such Distribution
      Date, will be the lesser of (a) the greater of (x) the Senior Principal
      Distribution Amount multiplied by the Group 1 Principal Distribution Percentage
      and (y) the amount by which the aggregate Class Principal Balance of the Group
      1
      Certificates exceeds the Stated Principal Balances of the Group 1 Mortgage
      Loans
      as of the last day of the related Prepayment Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (b) the aggregate Class Principal Balance
      of
      the Group 1 Certificates; provided,
      however,
      that
      with respect to any such Distribution Date on which the aggregate Class
      Principal Balance of the Group 2 Certificates is reduced to zero, the Group
      2
      Principal Distribution Percentage of the Senior Principal Distribution Amount
      available for distribution to the Senior Certificates in excess of the amount
      necessary to reduce the aggregate Class Principal Balance of the Group 2
      Certificates to zero will be applied to increase the Group 1 Principal
      Distribution Amount (so long as any Class of Group 1 Certificates is
      outstanding).

     

    “Group
      1 Principal Distribution Percentage”:
      For
      any
      Distribution Date, a fraction, the numerator of which is (a) the aggregate
      Stated Principal Balance of the Group 1 Mortgage Loans as of the first day
      of
      the related Due Period minus
      (b) the
      aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, but without giving effect to any Deferred Interest and any Realized
      Losses during the related Due Period), and the denominator of which is (a)
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period minus
      (b) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period (after giving effect to scheduled payments of principal
      due during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period, but without giving effect to any Deferred Interest and any Realized
      Losses during the related Due Period).

     

    
      
        
        

      

      
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    “Group
      2 Adjusted Cap Rate”:
      With
      respect to any Distribution Date and the Group 2 Certificates, the Net WAC
      Cap
      for such Distribution Date, determined by first reducing the Net WAC by a per
      annum rate equal to the product of (i) the Net Deferred Interest for Loan Group
      2 for that Distribution Date multiplied by (ii) 12, divided
      by
      the Loan
      Group Collateral Balance for Loan Group 2 as of the first day of the month
      before such Distribution Date (or in the case of the first Distribution Date,
      as
      of the Initial Cut-off Date).

     

    “Group
      2 Certificates”:
      The
      Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates.

     

    “Group
      2 Final Maturity Reserve Amount”:
      With
      respect to each Distribution Date prior to the Distribution Date in February
      2017, zero. For each Distribution Date commencing on the Distribution Date
      in
      February 2017 and on each Distribution Date thereafter until the Final Maturity
      Reserve Termination Date, an amount equal to the lesser of (x) the product
      of
      (i) the quotient of the Final Maturity Reserve Rate divided
      by
      12 and
      (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans on
      the
      first day of the related Due Period (not including for this purpose Group 2
      Mortgage Loans for which prepayments in full have been received and distributed
      in the month prior to the Distribution Date) and (y) the Interest Remittance
      Amount for Loan Group 2 after making any withdrawals from the Distribution
      Account pursuant to Section 4.03(a) (excluding clause (xiv) therein).
      Notwithstanding the foregoing, if on any Distribution Date the aggregate Stated
      Principal Balance of Mortgage Loans having 40-year original terms to maturity
      on
      such Distribution Date is less than or equal to the applicable amount set forth
      in the Final Maturity Reserve Schedule, the Final Maturity Reserve Amount shall
      equal zero.

     

    “Group
      2 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan Schedule and
      that
      has a Stated Principal Balance at origination that may or may not conform to
      Fannie Mae or Freddie Mac loan limits.

     

    “Group
      2 Prefunded Amount”:
      The
      amount deposited in the Prefunding Account on the Closing Date to purchase
      additional Group 2 Mortgage Loans, which shall equal $135,000,000.

     

    “Group
      2 Principal Distribution Amount”:
      For
      any Distribution Date on or after the Stepdown Date and as long as a Trigger
      Event has not occurred or is not continuing with respect to such Distribution
      Date, will be the lesser of (a) the greater of (x) the Senior Principal
      Distribution Amount multiplied by the Group 2 Principal Distribution Percentage
      and (y) the amount by which the aggregate Class Principal Balance of the Group
      2
      Certificates exceeds the Stated Principal Balances of the Group 2 Mortgage
      Loans
      as of the last day of the related Prepayment Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (b) the aggregate Class Principal Balance
      of
      the Group 2 Certificates; provided,
      however,
      that
      with respect to any such Distribution Date on which the aggregate Class
      Principal Balance of the Group 1 Certificates is reduced to zero, the Group
      1
      Principal Distribution Percentage of the Senior Principal Distribution Amount
      available for distribution to the Senior Certificates in excess of the amount
      necessary to reduce the aggregate Class Principal Balance of the Group 1
      Certificates to zero will be applied to increase the Group 2 Principal
      Distribution Amount (so long as any Class of Group 2 Certificates is
      outstanding).

     

    
      
        
        

      

      
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    “Group
      2 Principal Distribution Percentage”:
      For
      any Distribution Date, a fraction, the numerator of which is (a) the aggregate
      Stated Principal Balance of the Group 2 Mortgage Loans as of the first day
      of
      the related Due Period minus
      (b) the
      aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, but without giving effect to any Deferred Interest and any Realized
      Losses during the related Due Period), and the denominator of which is (a)
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period minus
      (b) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period (after giving effect to scheduled payments of principal
      due during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period, but without giving effect to any Deferred Interest and any Realized
      Losses during the related Due Period). 

     

    “Indemnification
      Agreement”:
      The
      Indemnification Agreement dated as of the Closing Date among the Depositor,
      the
      Seller, Greenwich Capital Markets, Inc. and the Certificate Insurer, including
      any amendments and supplements thereto.

     

    “Indemnified
      Persons”:
      The
      Trustee (individually in its corporate capacity and in all capacities
      hereunder), the Master Servicer, the Depositor, the Custodian, the Securities
      Administrator (in all capacities hereunder), the NIMS Insurer and the
      Certificate Insurer and their respective officers, directors, agents and
      employees and, with respect to the Trustee, any separate co-trustee and its
      officers, directors, agents and employees.

     

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

     

    “Independent”:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
      S-X. Independent means, when used with respect to any other Person, a Person
      who
      (A) is in fact independent of another specified Person and any affiliate of
      such
      other Person, (B) does not have any material direct or indirect financial
      interest in such other Person or any affiliate of such other Person, (C) is
      not
      connected with such other Person or any affiliate of such other Person as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (D) is not a member of the immediate family
      of
      a Person defined in clause (B) or (C) above.

     

    “Index”:
      With
      respect to each Mortgage Loan and each Adjustment Date, the index specified
      in
      the related Mortgage Note.

     

    
      
        
        

      

      
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    “Initial
      Certificate Principal Balance”:
      With
      respect to any Certificate other than the Class C and Class R Certificates,
      the
      amount designated “Initial Certificate Principal Balance” on the face
      thereof.

     

    “Initial
      Cut-off Date”:
      With
      respect to any Initial Mortgage Loan, the Close of Business in New York City
      on
      February 1, 2007.

     

    “Initial
      Group 1 Mortgage Loans”:
      Any of
      the Group 1 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
      and
      which are included in the Trust Fund as of the Closing Date. The aggregate
      Stated Principal Balance of the Initial Group 1 Mortgage Loans is equal to
      $308,115,348.

     

    “Initial
      Group 2 Mortgage Loans”:
      Any of
      the Group 2 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
      and
      which are included in the Trust Fund as of the Closing Date. The aggregate
      Stated Principal Balance of the Initial Group 2 Mortgage Loans is equal to
      $355,636,373. 

     

    “Initial
      LIBOR Rate”:
      5.320%.

     

    “Initial
      Mortgage Loan”:
      Any of
      the Initial Group 1 Mortgage Loans or the Initial Group 2 Mortgage Loans
      conveyed to the Trust Fund on the Closing Date pursuant to Section 2.01
      hereof, which Mortgage Loans shall be listed on the Mortgage Loan Schedule
      delivered pursuant to this Agreement.

     

    “Insurance
      Proceeds”:
      With
      respect to any Mortgage Loan, proceeds of any title policy, hazard policy or
      other insurance policy covering a Mortgage Loan, to the extent such proceeds
      are
      not to be applied to the restoration of the related Mortgaged Property or
      released to the related Mortgagor in accordance with the Servicing
      Agreement.

     

    “Insured
      Amount”:
      As
      defined in the Certificate Insurance Policy. 

     

    “Insured
      Certificates”:
      The
      Class 1A-1B and Class 2A-1C Certificates.

     

    “Insurer
      Premium Rate”:
      0.07%
      per annum.

     

    “Interest
      Distributable Amount”:
      With
      respect to any Distribution Date and each Class of Certificates (other than
      the
      Class C, Class P and Class R Certificates), the sum of (i) the Monthly
      Interest Distributable Amount for that Class and (ii) the Unpaid Interest
      Shortfall Amount for that Class.

     

    “Interest
      Remittance Amount”:
      With
      respect to any Distribution Date and Loan Group, the portion of the Available
      Funds for such Distribution Date attributable to interest received or advanced
      with respect to the Mortgage Loans in such Loan Group.

    
       

      “Interest
        Shortfall”:
        With
        respect to any Distribution Date and each Mortgage Loan that during the related
        Prepayment Period was the subject of a Principal Prepayment or a reduction
        of
        its Monthly Payment under the Relief Act, an amount determined as
        follows:

       

    

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    (a) Principal
      Prepayments in part received during the relevant Prepayment Period: the
      difference between (i) one month’s interest at the applicable Net Loan Rate for
      such Mortgage Loan on the amount of such prepayment and (ii) the amount of
      interest for the calendar month of such prepayment (adjusted to the applicable
      Net Loan Rate) received at the time of such prepayment; and

     

    (b) Principal
      Prepayments in full received during the relevant Prepayment Period: the
      difference between (i) one month’s interest at the applicable Net Loan Rate on
      the Stated Principal Balance of such Mortgage Loan immediately prior to such
      prepayment and (ii) the amount of interest for the calendar month of such
      prepayment (adjusted to the applicable Net Loan Rate) received at the time
      of
      such prepayment; and

     

    (c) any
      Relief Act Reductions for such Distribution Date.

     

    “Late
      Payment Rate”:
      With
      respect to any
      Distribution Date, the lesser of (i) the greater of (a) the rate of interest,
      as
      it is publicly announced by Citibank, N.A. at its principal office in New York,
      New York as its prime rate (any change in such prime rate of interest to be
      effective on the date such change is announced by Citibank, N.A.) plus
      3.00%
      and (b) the then applicable highest rate of interest on the Insured Certificates
      and (ii) the maximum rate permissible under applicable usury or similar laws
      limiting interest rates.  The Late Payment Rate shall be computed on the
      basis of the actual number of days elapsed over a year of 360 days.

     

    “Latest
      Possible Maturity Date”:
      As
      determined as of the Cut-off Date, the Distribution Date following the fifth
      anniversary of the scheduled maturity date of the Mortgage Loan having the
      latest scheduled maturity date as of the Cut-off Date.

     

    “Lender-Paid
      Mortgage Insurance Loan”:
      Each
      Mortgage Loan identified as such in the Mortgage Loan Schedule.

     

    “Lender-Paid
      Mortgage Insurance Fee”:
      With
      respect to any Distribution Date and each Lender Paid Mortgage Insurance
      Mortgage Loan, an amount equal to the product of the Lender-Paid Mortgage
      Insurance Fee Rate and the outstanding Principal Balance of such Mortgage Loan
      as of the first day of the related Due Period. 

     

    “Lender-Paid
      Mortgage Insurance Fee Rate”:
      For
      each Lender-Paid Mortgage Insurance Loan and any Distribution Date, the per
      annum rate required to be paid in connection with the related lender-paid
      mortgage insurance policy for such Mortgage Loan on such Distribution
      Date.

     

    “LIBOR”:
      With
      respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
      each subsequent Accrual Period, a per annum rate determined on the LIBOR
      Determination Date 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, as such rates appear on the Telerate Page 3750, as
      of
      11:00 a.m. (London time) on such LIBOR Determination Date.

     

    (a) If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Securities Administrator
      will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date, 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 rate for such
      date
      will be determined on the basis of the rates at which one-month U.S. dollar
      deposits are offered by the Reference Banks at approximately 11:00 am (London
      time) on such date to prime banks in the London interbank market. In such event,
      the Securities Administrator will request the principal London office of each
      of
      the Reference Banks to provide a quotation of its rate. If at least two such
      quotations are provided, the rate for that date will be the arithmetic mean
      of
      the quotations (rounded upwards if necessary to the nearest whole multiple
      of
      1/16%). If fewer than two quotations are provided as requested, the rate for
      that date will be the arithmetic mean of the rates quoted by major banks in
      New
      York City, selected by the Securities Administrator (after consultation with
      the
      Depositor), at approximately 11:00 a.m. (New York City time) on such date for
      one-month U.S. dollar loan to leading European banks.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

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

     

    “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
      Certificates”:
      The
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
      and
      Class M-9 Certificates.

     

    “LIBOR
      Determination Date”:
      The
      second LIBOR Business Day immediately preceding the commencement of each Accrual
      Period for the LIBOR Certificates.

     

    “Liquidated
      Mortgage Loan”:
      With
      respect to any Distribution Date, any Mortgage Loan in respect of which the
      Servicer has determined, as of the end of the related Prepayment Period, that
      all Liquidation Proceeds that it expects to recover with respect to the
      liquidation of such Mortgage Loan or disposition of the related REO Property
      have been recovered.

     

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

     

    “Liquidation
      Expenses”:
      With
      respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
      incurred by or for the account of the Master Servicer or the Servicer, such
      expenses including (a) property protection expenses, (b) property sales
      expenses, (c) foreclosure and sale costs, including court costs and reasonable
      attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
      connection with liquidation. 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    “Liquidation
      Proceeds”:
      With
      respect to any Mortgage Loan, the amount (other than amounts received in respect
      of the rental of any REO Property prior to REO Disposition) received by the
      Servicer as proceeds from the liquidation of such Mortgage Loan, as determined
      in accordance with the applicable provisions of the Servicing Agreement, other
      than Recoveries; provided
      that
      with respect to any Mortgage Loan or REO Property repurchased, substituted
      or
      sold pursuant to or as contemplated hereunder, or pursuant to the applicable
      provisions of the Servicing Agreement, “Liquidation Proceeds” shall also include
      amounts realized in connection with such repurchase, substitution or
      sale.

     

    “Loan
      Group”:
      Either
      of Loan Group 1 or Loan Group 2, as the context requires.

     

    “Loan
      Group Balance”:
      As to
      each Loan Group and any Distribution Date, the aggregate of the Stated Principal
      Balances, as of the Close of Business on the first day of the month preceding
      the month in which such Distribution Date occurs, of the Mortgage Loans in
      such
      Loan Group that were Outstanding Mortgage Loans on that day.

     

    “Loan
      Group 1”:
      At any
      time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 2”:
      At any
      time, the Group 2 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group Collateral Balance”:
      With
      respect to each Loan Group and any date of determination, the applicable Loan
      Group Balance plus the amount, if any, then on deposit in the Prefunding
      Account, with respect to the related Loan Group; provided
      that the
      Loan Group Collateral Balance as of the Initial Cut-off Date will include the
      Group 1 Prefunded Amount or Group 2 Prefunded Amount, as
      applicable.

     

    “Loan
      Rate”:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note.

     

    “Loan-to-Value
      Ratio”:
      With
      respect to each Mortgage Loan and any date of determination, a fraction,
      expressed as a percentage, the numerator of which is the Principal Balance
      of
      the Mortgage Loan at such date of determination and the denominator of which
      is
      the Value of the related Mortgaged Property.

     

    “Lost
      Note Affidavit”:
      With
      respect to any Mortgage Loan as to which the original Mortgage Note has been
      lost or destroyed and has not been replaced, an affidavit from the Seller
      certifying that the original Mortgage Note has been lost, misplaced or destroyed
      (together with a copy of the related Mortgage Note and indemnifying the Trust
      Fund against any loss, cost or liability resulting from the failure to deliver
      the original Mortgage Note) in the form of Exhibit H hereto.

     

    “Lower-Tier
      Regular Interest”:
      As
      described in the Preliminary Statement.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “Lower-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “Majority
      Certificateholders”:
      The
      Holders of Certificates evidencing at least 51% of the Voting
      Rights.

     

    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., or any successor Master Servicer appointed as herein
      provided.

     

    “Master
      Servicing Fee”:
      As to
      any Distribution Date and each related Mortgage Loan, an amount equal to the
      product of the applicable Master Servicing Fee Rate and the outstanding
      Principal Balance of such Mortgage Loan as of the first day of the related
      Due
      Period.

     

    “Master
      Servicing Fee Rate”:
      0.0125% per annum.

     

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

     

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

     

    “MERS
      Mortgage Loan”:
      Any
      Mortgage Loan registered with MERS on the MERS System.

     

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

     

    “Middle-Tier
      Regular Interest”:
      As
      described in the Preliminary Statement.

     

    “Middle-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “Middle-Tier
      Net WAC Cap”:
      For any
      Distribution Date, the product of (i) the weighted average of the interest
      rates
      on the Middle-Tier Regular Interests for such Distribution Date (other than
      the
      MT-C and MT-I Interests) multiplied by (ii) the quotient of 30 divided by the
      actual number of days in the accrual period.

     

    “MIN”:
      The
      Mortgage Identification Number for any MERS Mortgage Loan.

     

    “MOM
      Loan”:
      Any
      Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for
      the
      originator of such Mortgage Loan and its successors in interest and
      assigns.

     

    “Monthly
      Interest Distributable Amount”:
      With
      respect to each Class of Certificates (other than the Class C, Class P and
      Class
      R Certificates) and any Distribution Date, the amount of interest accrued during
      the related Accrual Period at the lesser of the related Pass-Through Rate and
      the related Adjusted Cap Rate on the Class Principal Balance of that Class
      immediately prior to that Distribution Date, in each case, reduced by any Net
      Interest Shortfalls allocated to such Class (allocated to each Certificate
      based
      on the respective entitlements to interest before taking into account any Net
      Interest Shortfalls for such Distribution Date); provided,
      however,
      that
      for purposes of compliance with the REMIC Provisions, (A) the Monthly Interest
      Distributable Amount for each Class of Subordinate Certificates shall be
      calculated by reducing the related Pass-Through Rate by a per annum rate equal
      to (i) 12 times the Subordinate Class Expense Share for such Class divided
      by
      (ii) the
      Class Principal Balance of such Class as of the beginning of the related Accrual
      Period and (B) such Class shall be deemed to bear interest at such Pass-Through
      Rate as so reduced for federal income tax purposes.

     

    
      
        
        

      

      
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    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and/or
      interest on such Mortgage Loan that is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined, for the purposes
      of
      this Agreement: (a) after giving effect to any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act;
      (b)
      without giving effect to any extension granted or agreed to by the Servicer
      pursuant to the applicable provisions of the Servicing Agreement; and (c) on
      the
      assumption that all other amounts, if any, due under such Mortgage Loan are
      paid
      when due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc. and its successors.

     

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

     

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

     

    “Mortgage
      Loan”:
      Each
      mortgage loan (including Cooperative Loans) transferred and assigned to the
      Trustee pursuant to Section 2.01 or Section 2.03(e) hereof as from time to
      time
      held as a part of the Trust Fund, the Mortgage Loans so held being identified
      in
      the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of February 1, 2007, regarding the transfer of the Mortgage Loans by the Seller
      (including the Seller’s rights and interest in the Servicing Agreement) to or at
      the direction of the Depositor.

     

    “Mortgage
      Loan Schedule”:
      As of
      any date, the list of Mortgage Loans included in the Trust Fund on such date,
      attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared
      by
      the Seller and shall set forth the following information with respect to each
      Mortgage Loan:

     

    
      	
            	(i)	
              the
                Mortgage Loan identifying number;

            


    

     

    
      	 	
              (ii)

            	
              the
                state and five-digit ZIP code of the Mortgaged
                Property;

            


    

     

    
      	 	
              (iii)

            	
              a
                code indicating whether the Mortgaged Property was represented by
                the
                borrower, at the time of origination, as being
                owner-occupied;

            


    

     

    
      	 	
              (iv)

            	
              a
                code indicating whether the Residential Dwelling constituting the
                Mortgaged Property is (a) a detached single family dwelling, (b)
                a
                dwelling in a planned unit development, (c) a condominium unit, (d)
                a two-
                to four-unit residential property, (e) a townhouse or (f) other type
                of
                Residential Dwelling;

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              if
                the related Mortgage Note permits the borrower to make Monthly Payments
                of
                interest only for a specified period of time, (a) the original number
                of
                such specified Monthly Payments and (b) the remaining number of such
                Monthly Payments as of the Cut-off
                Date;

            


    

     

    
      	 	
              (vi)

            	
              the
                original months to maturity;

            


    

     

    
      	 	
              (vii)

            	
              the
                stated remaining months to maturity from the Cut-off Date based on
                the
                original amortization schedule;

            


    

     

    
      	 	
              (viii)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	 	
              (ix)

            	
              [Reserved];

            


    

     

    
      	 	
              (x)

            	
              the
                Loan Rate in effect immediately following the Cut-off
                Date;

            


    

     

    
      	 	
              (xi)

            	
              the
                date on which the first Monthly Payment is or was due on the Mortgage
                Loan;

            


    

     

    
      	 	
              (xii)

            	
              the
                stated maturity date;

            


    

     

    
      	 	
              (xiii)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	 	
              (xiv)

            	
              the
                last Due Date on which a Monthly Payment was actually applied to
                the
                unpaid Stated Principal Balance;

            


    

     

    
      	 	
              (xv)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

     

    
      	 	
              (xvi)

            	
              the
                Stated Principal Balance of the Mortgage Loan on the Cut-off Date
                and a
                code indicating the purpose of the Mortgage Loan (i.e., purchase
                financing, rate/term refinancing, cash-out
                refinancing);

            


    

     

    
      	 	
              (xvii)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

     

    
      	 	
              (xviii)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

     

    
      	 	
              (xix)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

     

    
      	 	
              (xx)

            	
              the
                Value of the Mortgaged Property;

            


    

     

    
      	 	
              (xxi)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	 	
              (xxii)

            	
              the
                product code;

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxiii)

            	
              whether
                the Mortgage Loan is a Lender-Paid Mortgage Insurance Loan, and the
                applicable Lender-Paid Mortgage Insurance Fee Rate, if
                applicable;

            


    

     

    
      	 	
              (xxiv)

            	
              the
                Expense Fee Rate therefor; and

            


    

     

    
      	 	
              (xxv)

            	
              the
                respective Loan Group.

            


    

     

    Information
      set forth in clauses (ii) and (iii) above regarding each Mortgagor and the
      related Mortgaged Property shall be confidential and the Trustee (or Master
      Servicer) shall not disclose such information except to the extent disclosure
      may be required by any law or regulatory or administrative authority;
provided,
      however,
      that
      the Trustee may disclose on a confidential basis any such information to its
      agents, attorneys and any auditors in connection with the performance of its
      responsibilities hereunder.

     

    The
      Mortgage Loan Schedule, as in effect from time to time, shall also set forth
      the
      following information with respect to the Mortgage Loans in the aggregate and
      by
      Loan Group as of the Cut-off Date: (1) the number of Mortgage Loans;
      (2) the current Principal Balance of the Mortgage Loans; (3) the
      weighted average Loan Rate of the Mortgage Loans; and (4) the weighted
      average remaining months to maturity of the Mortgage Loans. The Mortgage Loan
      Schedule shall be amended from time to time by the Seller in accordance with
      the
      provisions of this Agreement.

     

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

     

    “Mortgaged
      Property”:
      Either
      of (x) the fee simple or leasehold interest in real property, together with
      improvements thereto including any exterior improvements to be completed within
      120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the
      case of a Cooperative Loan, the related Cooperative Shares and Proprietary
      Lease, securing the indebtedness of the Mortgagor under the related Mortgage
      Loan.

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

    “MTA”:
      The
      twelve-month average yields on United States Treasury securities adjusted to
      a
      constant maturity of one year as published by the Federal Reserve Board in
      Statistical Release H.15(519).

     

    “MTA
      Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the MTA index.

     

    “Net
      Deferred Interest”:
      With
      respect to each Loan Group and any Distribution Date, the greater of (i) the
      excess, if any, of the Deferred Interest for the related Due Date over the
      aggregate amount of any Principal Prepayments in part or in full received during
      the related Prepayment Period and (ii) zero.

     

    “Net
      Interest Shortfall”:
      With
      respect to any Distribution Date, the excess of the Interest Shortfalls, if
      any,
      for such Distribution Date over the sum of (i) Interest Shortfalls paid by
      the
      Servicer under the Servicing Agreement with respect to such Distribution Date
      and (ii) Compensating Interest Payments made with respect to such Distribution
      Date.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

     

    “Net
      Loan Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property), as of any date
      of
      determination, a per annum rate of interest equal to the then applicable Loan
      Rate for such Mortgage Loan minus
      the
      Expense Fee Rate and, commencing on the Distribution Date in February 2017
      and
      on each Distribution Date thereafter until the Final Maturity Reserve
      Termination Date, the Final Maturity Reserve Rate.

     

    “Net
      Maximum Rate”:
      With
      respect to any Mortgage Loan and any Distribution Date, the maximum rate at
      which interest could accrue on such Mortgage Loan net of the sum of (a) the
      Expense Fee Rate and (b) commencing on the Distribution Date in February 2017
      and on each Distribution Date thereafter until the Final Maturity Reserve
      Termination Date, the Final Maturity Reserve Rate.

     

    “Net
      Maximum Rate Cap”:
      With
      respect to any Distribution Date will equal the applicable Net WAC Cap, computed
      for this purposes on the basis of the assumption that each Mortgage Loan accrued
      interest for the related Accrual Period at its Net Maximum Rate.

     

    “Net
      Monthly Excess Cashflow”:
      With
      respect to any Distribution Date is equal to the sum of (a) any
      Overcollateralization Release Amount and (b) the excess of (x) the Available
      Funds for such Distribution Date over (y) the sum for such Distribution Date
      of
      (A) the Monthly Interest Distributable Amounts for the LIBOR Certificates,
      (B)
      the Unpaid Interest Shortfall Amounts for the Class 1A-1A, Class 1A-1B, Class
      2A-1A, Class 2A-1B and Class 2A-1C Certificates, (C) the Principal Remittance
      Amount, (D) the Aggregate Final Maturity Reserve Amount and (E) the amount
      of
      Principal Prepayments for the related Prepayment Period to the extent of
      Deferred Interest for such Distribution Date.

     

    “Net
      Realized Losses”:
      With
      respect to any Class of Certificates and any Distribution Date, the excess
      of
      (i) the amount of Realized Losses previously allocated to that Class over (ii)
      the sum of (a) the amount of any increases to the Class Principal Balance of
      that Class pursuant to Section 5.08 due to Recoveries and (b) any payments
      received pursuant to Sections 5.01(h)(i) and (ii) from the Yield Maintenance
      Account.

     

    “Net
      WAC”:
      With
      respect to the first Distribution Date only, the product of (i) the weighted
      average of the Net Loan Rates of the Initial Mortgage Loans as of the Initial
      Cut-off Date, weighted on the basis of their Stated Principal Balances on such
      date, multiplied by (ii) the quotient of (a) the aggregate of Stated Principal
      Balances of the Initial Mortgage Loans on the Initial Cut-off Date divided
      by
      (b) the sum or the aggregate of the Stated Principal Balances of the Initial
      Mortgage Loans as of the Initial Cut-off Date and the amount on deposit in
      the
      Prefunding Account on such date. With respect to each succeeding Distribution
      Date, the weighted average of the Net Loan Rates of the Mortgage Loans as of
      the
      first day of the related Due Period, weighted on the basis of their Stated
      Principal Balances at the beginning of the related Due Period.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    “Net
      WAC Cap”:
      For
      the LIBOR Certificates (other than the Insured Certificates) and any
      Distribution Date is equal to the product of (x) the Net WAC for such
      Distribution Date and (y) a fraction, the numerator of which is 30 and the
      denominator of which is the actual number of days in the related Accrual Period.
      For the Insured Certificates and any Distribution Date is equal to the excess,
      if any, of (x) the Net WAC Cap for the Class 1A-1A, Class 1A-1B, Class 2A-1A
      and
      Class 2A-1B Certificates and the Subordinate Certificates for such Distribution
      Date over (y) the related Insurer Premium Rate for such Distribution
      Date.

     

    “NIM
      Notes”:
      Any
      net interest margin notes issued by an indenture or other special purpose entity
      pursuant to an Indenture in connection with a NIMS Transaction.

     

    “NIM
      Redemption Amount”:
      As
      defined in Section 10.01(a).

     

    “NIM
      Residual Securities”:
      Any
      preference shares, preference certificates or ownership certificates issued
      by a
      trust or other special purpose entity in connection with a NIMS
      Transaction.

     

    “NIMS
      Agreement”:
      Any
      agreement pursuant to which the NIM Notes are issued.

     

    “NIMS
      Insurer”:
      One or
      more insurers issuing financial guaranty insurance policies in connection with
      the issuance of NIM Notes.

     

    “NIMS
      Transaction”:
      Any
      issuance by a trust or other special purpose entity of NIM Notes and NIM
      Residual Securities, the principal assets of which trust include Class P and
      Class C Certificates and payments received thereon.

     

    “Nonrecoverable”:
      The
      determination by the Master Servicer or the Servicer in respect of a delinquent
      Mortgage Loan that if it were to make an Advance in respect thereof, such amount
      would not be recoverable from any collections or other recoveries (including
      Liquidation Proceeds) on such Mortgage Loan.

     

    “Notice”:
      As
      defined in the Certificate Insurance Policy.

     

    “Offered
      Certificates”:
      The
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
      and
      Class M-9 Certificates.

     

    “Officers’
      Certificate”:
      A
      certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
      the President or a vice president (however denominated), or by the Treasurer,
      the Secretary, or one of the assistant treasurers or assistant secretaries
      of
      the Seller, the Master Servicer or the Depositor, as applicable.

     

    “One-Month
      LIBOR”:
      The
      average of interbank offered rates for one month U.S. dollar deposits in the
      London market based on quotations of major banks.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    “Opinion
      of Counsel”:
      A
      written opinion of counsel, who may, without limitation, be a salaried counsel
      for the Depositor, the Seller or the Servicer, acceptable to the Trustee or
      the
      Securities Administrator, as applicable, except that any opinion of counsel
      relating to (a) the qualification of any REMIC created hereunder as a REMIC
      or
      (b) compliance with the REMIC Provisions must be an opinion of Independent
      counsel.

     

    “Original
      Capitalized Interest Amount”:
      $965,119.

     

    “Original
      Class Principal Balance”:
      With
      respect to each Class of Certificates other than the Class C, Class P and Class
      R Certificates, the corresponding aggregate amount set forth opposite the Class
      designation of such Class in the Preliminary Statement. 

     

    “Originator”:
      Downey
      Savings and Loan Association, F.A.

     

    “OTS”:
      The
      Office of Thrift Supervision.

     

    “Outstanding
      Mortgage Loan”:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero,
      that was not the subject of a prepayment in full prior to such Due Date and
      that
      did not become a Liquidated Mortgage Loan prior to such Due Date.

     

    “Overcollateralization
      Deficiency Amount”:
      With
      respect to any Distribution Date, the amount, if any, by which the
      Overcollateralization Target Amount exceeds the Overcollateralized Amount on
      such Distribution Date (assuming that 100% of the Principal Remittance Amount
      is
      applied as a principal payment on such Distribution Date).

     

    “Overcollateralization
      Floor”:
      An
      amount equal to $3,994,721.

     

    “Overcollateralization
      Release Amount”:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Remittance
      Amount for such Distribution Date and (y) the excess, if any, of (i) the
      Overcollateralized Amount for such Distribution Date (assuming that 100% of
      the
      Principal Remittance Amount is applied as a principal payment on such
      Distribution Date) over (ii) the Overcollateralization Target Amount for such
      Distribution Date.

     

    “Overcollateralization
      Target Amount”:
      With
      respect to any Distribution Date, an amount equal to (i) prior to the Stepdown
      Date, 0.50% of (a) the aggregate Stated Principal Balance of the Initial
      Mortgage Loans as of the Initial Cut-off Date and (b) the amount on deposit
      in
      the Prefunding Account on the Closing Date; (ii) on or after the Stepdown Date
      so long as a Trigger Event is not in effect, the greater of (x)(I) 1.25% of
      the
      current Aggregate Collateral Balance prior to the Distribution Date in March
      2013 or (II) 1.00% of the current Aggregate Collateral Balance on or after
      the
      Distribution Date in March 2013 and (y) the Overcollateralization Floor; or
      (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date.

     

    “Overcollateralized
      Amount”:
      With
      respect to any Distribution Date, an amount equal to (i) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus (ii) the sum of the
      aggregate Certificate Principal Balance of the LIBOR Certificates and the Class
      P Certificates as of such Distribution Date (after giving effect to
      distributions to be made on such Distribution Date).

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

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

     

    “Pass-Through
      Rate”:
      With
      respect to each Class of LIBOR Certificates and any Distribution Date, the
      rate
      set forth below:

     

    
      	 	
              (A)

            	
              The
                Pass-Through Rate for the Class 1A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280%
                per annum after the Call Option Date), (ii) the Net WAC Cap for that
                Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (B)

            	
              The
                Pass-Through Rate for the Class 1A-1B Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (C)

            	
              The
                Pass-Through Rate for the Class 2A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (D)

            	
              The
                Pass-Through Rate for the Class 2A-1B Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.180%
                per annum (0.360% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (E)

            	
              The
                Pass-Through Rate for the Class 2A-1C Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (F)

            	
              The
                Pass-Through Rate for the Class M-1 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.310%
                per annum (0.465% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (G)

            	
              The
                Pass-Through Rate for the Class M-2 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.370%
                per annum (0.555% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (H)

            	
              The
                Pass-Through Rate for the Class M-3 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.400%
                per annum (0.600% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (I)

            	
              The
                Pass-Through Rate for the Class M-4 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.480%
                per annum (0.720% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (J)

            	
              The
                Pass-Through Rate for the Class M-5 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.540%
                per annum (0.810% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (K)

            	
              The
                Pass-Through Rate for the Class M-6 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.580%
                per annum (0.870% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (L)

            	
              The
                Pass-Through Rate for the Class M-7 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.950%
                per annum (1.425% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.
                

            


    

     

    
      	 	
              (M)

            	
              The
                Pass-Through Rate for the Class M-8 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.300%
                per annum (1.950% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.
                

            


    

     

    
      	 	
              (N)

            	
              The
                Pass-Through Rate for the Class M-9 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.750%
                per annum (2.625% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.
                

            


    

     

    “Paying
      Agent”:
      Any
      paying agent appointed pursuant to Section 6.05 hereof, initially, the
      Securities Administrator.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”:
      With
      respect to any Certificate (other than a Class C, Class P and Class R
      Certificates), a fraction, expressed as a percentage, the numerator of which
      is
      the Initial Certificate Principal Balance represented by such Certificate and
      the denominator of which is the Original Class Principal Balance or Original
      Class Notional Balance, as applicable, of the related Class. With respect to
      the
      Class C and Class P Certificates, the percentage interest specified on the
      face
      thereof. With respect to the Class R Certificates, 100%.

     

    “Permitted
      Investments”:
      Any
      one or more of the following obligations or securities acquired at a purchase
      price of not greater than par, regardless of whether issued or managed by the
      Depositor, the Master Servicer, the Trustee or any of their respective
      Affiliates or for which an Affiliate of the Trustee serves as an
      advisor:

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              (A)
                demand and time deposits in, certificates of deposit of, bankers’
                acceptances issued by or federal funds sold by any depository institution
                or trust company (including the Trustee, the Securities Administrator
                or
                the Master Servicer or their agents acting in their respective commercial
                capacities) incorporated under the laws of the United States of America
                or
                any state thereof and subject to supervision and examination by federal
                and/or state authorities, so long as, at the time of such investment
                or
                contractual commitment providing for such investment, such depository
                institution or trust company or its ultimate parent has a short-term
                uninsured debt rating in one of the two highest available rating
                categories of each of the Rating Agencies and (B) any other demand
                or time
                deposit or deposit which is fully insured by the
                FDIC;

            


    

     

    
      	 	
              (iii)

            	
              repurchase
                obligations with respect to any security described in clause
                (i) above and entered into with a depository institution or trust
                company (acting as principal) rated A or higher by each of the Rating
                Agencies;

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

            	
              commercial
                paper (including both non-interest-bearing discount obligations and
                interest-bearing obligations) that is rated by each Rating Agency
                in its
                highest short-term unsecured debt rating available at the time of
                such
                investment;

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vi)

            	
              any
                mutual fund, money market fund, common trust fund or other pooled
                investment vehicle, including any such fund that is managed by the
                NIMS
                Insurer, the Securities Administrator or any affiliate of the Securities
                Administrator or for which the NIMS Insurer, the Securities Administrator
                or any of its affiliates acts as an adviser as long as such fund
                is rated
                in at least the second highest rating category by each Rating Agency
                rating such fund or vehicle; and each of the Securities Administrator
                or
                the NIMS Insurer may trade with itself or an affiliate when purchasing
                or
                selling Permitted Investments; and

            


    

     

    
      	 	
              (vii)

            	
              if
                previously confirmed in writing to the Securities Administrator,
                any other
                demand, money market or time deposit, or any other obligation, security
                or
                investment, as may be acceptable to each Rating Agency in writing
                as a
                permitted investment of funds backing securities having ratings equivalent
                to its highest initial ratings of the Senior
                Certificates;

            


    

     

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

     

    “Permitted
      Transferee”:
      Any
      Transferee of a Residual Certificate other than a Disqualified Organization
      or a
      non-U.S. Person.

     

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

     

    “Physical
      Certificates”:
      The
      Class C, Class P and Class R Certificates.

     

    “Policy
      Account”:
      The
      trust account or accounts created and maintained by the Trustee pursuant to
      Section 4.05 hereof in the name of the Trustee for the benefit of the Class
      1A-1B and Class 2A-1C Certificateholders and designated “Policy Account, Wells
      Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank
      National Trust Company, as Trustee, in trust for the registered
      Certificateholders of DSLA Mortgage Loan Trust Mortgage Loan Pass-Through
      Certificates, Series 2007-AR1, Class 1A-1B and Class 2A-1C. 

     

    “Pool
      Balance”:
      With
      respect to any Distribution Date, the aggregate of the Stated Principal
      Balances, as of the Close of Business on the first day of the related Due
      Period, of the Mortgage Loans in all Loan Groups that were Outstanding Mortgage
      Loans on that day, plus
      the
      amount on deposit, if any, in the Prefunding Account.

     

    “Pool
      Collateral Balance”:
      As of
      any date of determination, the Pool Balance plus the amount, if any, then on
      deposit in the Prefunding Account.

     

    “Prefunded
      Amount”:
      The
      amount deposited in the Prefunding Account on the Closing Date, which shall
      equal $135,000,000.00.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    “Prefunding
      Account”:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 4.06 in the name of the Trustee for the benefit of the
      Certificateholders and designated “Prefunding Account, Wells Fargo Bank, N.A.,
      as Securities Administrator, on behalf of Deutsche Bank National Trust Company,
      as Trustee, in trust for the registered Holders of DSLA Mortgage Loan Trust
      Mortgage Loan Pass-Through Certificates, Series 2007-AR1.” Funds in the
      Prefunding Account shall be held in trust for the Certificateholders for the
      uses and purposes set forth in this Agreement and shall not be a part of any
      REMIC created hereunder; provided,
      however,
      that
      any investment income earned from Permitted Investments made with funds in
      the
      Prefunding Account shall be for the account of the Depositor.

     

    “Prefunding
      Period”:
      The
      period from the Closing Date until the earliest of (i) the date on which the
      amount on deposit in the Prefunding Account is reduced to less than $100,000,
      (ii) an Event of Default occurs or (iii) April 22, 2007.

     

    “Premium
      Amount”:
      The
      Class 1A-1B and the Class 2A-1C Premium Amount.

     

    “Premium
      Proceeds”:
      The
      amount by which the Termination Price paid in connection with the termination
      pursuant to Section 10.01 hereof exceeds the sum of (i) accrued and unpaid
      interest and unpaid principal on the Certificates and any unpaid Basis Risk
      Shortfall Amounts, (ii) any unreimbursed Servicing Advances and Advances and
      any
      unpaid Master Servicing Fees and Servicing Fees and (iii) all amounts, if any,
      then due and owing to the Trustee, the Master Servicer, the Securities
      Administrator, the Credit Risk Manager and the Certificate Insurer under this
      Agreement.

     

    “Prepayment
      Penalty Amount”:
      With
      respect to any Mortgage Loan and each Distribution Date, all premiums or
      charges, if any, paid by Mortgagors under the related Mortgage Notes as a result
      of full or partial Principal Prepayments collected and deposited into the
      Distribution Account during the immediately preceding Prepayment Period, under
      the terms of the Servicing Agreement.

     

    “Prepayment
      Period”:
      With
      respect to any Distribution Date, the calendar month preceding the month in
      which such Distribution Date occurs.

     

    “Primary
      Insurance Policy”:
      Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
      evidenced by a policy or certificate.

     

    “Principal
      Balance”:
      With
      respect to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any
      day, the related Cut-off Date Principal Balance, minus
      all
      collections credited against the Principal Balance of such Mortgage Loan after
      the Cut-off Date, as increased by the amount of any Deferred Interest added
      to
      the outstanding Principal Balance of such Mortgage Loan pursuant to the terms
      of
      the related Mortgage Note. For purposes of this definition, a Liquidated
      Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal
      Balance of the related Mortgage Loan as of the final recovery of related
      Liquidation Proceeds and a Principal Balance of zero thereafter. With respect
      to
      any REO Property and any day, the Principal Balance of the related Mortgage
      Loan
      immediately prior to such Mortgage Loan becoming REO Property.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    “Principal
      Deficiency Amount”:
      With
      respect to any Distribution Date and any Undercollateralized Group, the excess,
      if any, of the aggregate Class Principal Balance of such Undercollateralized
      Group immediately prior to such Distribution Date over the sum of the Principal
      Balances of the Mortgage Loans in the related Loan Group immediately prior
      to
      such Distribution Date.

     

    “Principal
      Distribution Amount”:
      With
      respect to any Distribution Date and Loan Group, the excess of (x) the related
      Principal Remittance Amount for such Distribution Date over (y) such Loan
      Group’s pro
      rata
      share,
      based on the aggregate Stated Principal Balance of the Mortgage Loans, of the
      Overcollateralization Release Amount for such Distribution Date.

     

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

     

    “Principal
      Remittance Amount”:
      With
      respect to each Loan Group 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) by the Servicer in respect of the related Due Period, (b) that
      portion of the Purchase Price or Repurchase Price, as applicable, representing
      principal of any repurchased Mortgage Loan in that Loan Group, deposited to
      the
      Distribution Account during the related Prepayment Period, (c) the
      principal portion of any related Substitution Adjustments with respect to that
      Loan Group deposited in the Distribution Account during the related Prepayment
      Period, (d) the principal portion of all Insurance Proceeds received during
      the related Prepayment Period with respect to Mortgage Loans in that Loan Group
      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 that Loan Group other than Recoveries,
      (f) all Principal Prepayments (net of portions of Principal Prepayments
      applied in respect of Deferred Interest pursuant to Section 5.01(a)(i)) in
      part
      or in full on Mortgage Loans received by the Servicer during the related
      Prepayment Period,
      net of
      Deferred Interest, (g) all Recoveries related to that Loan Group received during
      the related Prepayment Period, (h) the outstanding principal balance of each
      Mortgage Loan purchased from the Trust Fund by the NIMS Insurer (in the case
      of
      certain Mortgage Loans 90 days or more delinquent), (i) with respect to the
      May
      2007 Distribution Date only, any amount remaining in the Prefunding Account
      at
      the end of the Prefunding Period in respect of each Loan Group and (j) on
      the Distribution Date on which the Trust Fund is to be terminated pursuant
      to
      Section 10.01 hereof, that portion of the Termination Price in respect of
      principal for that Loan Group.

     

    “Private
      Certificates”:
      The
      Class C, Class P and Class R Certificates.

     

    “Private
      Placement Memorandum”:
      Not
      applicable.

     

    “Pro
      Rata Share”:
      With
      respect to any Distribution Date and any Class of Subordinate Certificates,
      the
      portion of the Subordinate Principal Distribution Amount allocable to such
      Class, equal to the product of the (a) Subordinate Principal Distribution Amount
      on such date and (b) a fraction, the numerator of which is the related Class
      Principal Balance of that Class and the denominator of which is the aggregate
      of
      the Class Principal Balances of all the Classes of Subordinate
      Certificates.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

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

     

    “Prospectus”:
      The
      Prospectus Supplement, together with the accompanying prospectus, dated January
      30, 2007, relating to the Offered Certificates.

     

    “Prospectus
      Supplement”:
      That
      certain prospectus supplement dated February 21, 2007, relating to the initial
      offering of the Offered Certificates.

     

    “Purchase
      Agreement”:
      The
      Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
      December 31, 2005, between GCFP and Downey, as each may be amended from time
      to
      time, and any assignments and conveyances related to the Mortgage
      Loans.

     

    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section 2.03 hereof, and as confirmed by an Officers’
Certificate from the Seller to the Trustee and the Securities Administrator,
      an
      amount equal to the sum of (i) 100% of the Principal Balance thereof as of
      the date of purchase (or such other price as is provided in Section 10.01),
      plus
      (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Principal Balance at the applicable Loan Rate (or if the Servicer is
      repurchasing such Mortgage Loan, the Loan Rate minus the applicable Servicing
      Fee Rate) from the Due Date as to which interest was last covered by a payment
      by the Mortgagor through the end of the calendar month in which the purchase
      is
      to be effected, and (y) an REO Property, the sum of (1) accrued
      interest on such Principal Balance at the applicable Loan Rate (or if the
      Servicer is repurchasing such Mortgage Loan, the Loan Rate minus the applicable
      Servicing Fee Rate) from the Due Date as to which interest was last covered
      by a
      payment by the Mortgagor plus (2) REO Imputed Interest for such REO Property
      for
      each calendar month commencing with the calendar month in which such REO
      Property was acquired and ending with the calendar month in which such purchase
      is to be effected, net of the total of all net rental income, Insurance Proceeds
      and Liquidation Proceeds that as of the date of purchase had been distributed
      as
      or to cover REO Imputed Interest, plus (iii) any unreimbursed Servicing
      Advances and any unpaid Expense Fees allocable to such Mortgage Loan or REO
      Property, plus (iv) in the case of a Mortgage Loan required to be purchased
      pursuant to Section 2.03 hereof, expenses reasonably incurred or to be incurred
      by the Trustee in respect of the breach or defect giving rise to the purchase
      obligation and plus (v) any costs and damages incurred by the Trust Fund in
      connection with any violation by such Mortgage Loan of any predatory- or
      abusive-lending laws.

     

    “Qualified
      Institutional Buyer”:
      As
      defined in Rule 144A of the Securities Act.

     

    “Qualified
      GIC”: 
      A guaranteed investment contract or surety bond providing for the investment
      of
      funds in the Capitalized Interest Account and insuring a minimum, fixed or
      floating rate of return on investments of such funds, which contract or surety
      bond shall:

     

    
      (i)
        be
        an
        obligation of an insurance company or other corporation whose long-term debt
        is
        rated by each Rating Agency in one of its two highest rating categories or,
        if
        such insurance company has no long-term debt, whose claims paying ability
        is
        rated by each Rating Agency in one of its two highest rating categories,
        and
        whose short-term debt is rated by each Rating Agency in its highest rating
        category; 

    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (ii) provide
      that the Securities
      Administrator
      may
      exercise all of the rights under such contract or surety bond without the
      necessity of taking any action by any other Person; 

     

    (iii) provide
      that if at any time the then current credit standing of the obligor under such
      guaranteed investment contract is such that continued investment pursuant to
      such contract of funds would result in a downgrading of any rating of the
      Certificates or the NIM Notes or the Securities Administrator shall terminate
      such contract without penalty and be entitled to the return of all funds
      previously invested thereunder, together with accrued interest thereon at the
      interest rate provided under such contract to the date of delivery of such
      funds
      to the Securities Administrator;  

     

    (iv) provide
      that the Securities Administrator’s interest therein shall be transferable to
      any successor trustee hereunder; and 

     

    (v) provide
      that the funds reinvested thereunder and accrued interest thereon be returnable
      to the Capitalized Interest Account not later than the Business Day prior to
      any
      Distribution Date. 

     

    “Qualified
      Insurer”:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      such insurer in connection with the insurance policy issued by such insurer,
      duly authorized and licensed in such states to transact a mortgage guaranty
      insurance business in such states and to write the insurance provided by the
      insurance policy issued by it, and having a claims paying ability which is
      acceptable to each Rating Agency for pass-through certificates without a
      Certificate Insurance Policy having the same ratings on the Certificates rated
      by each Rating Agency as of the Closing Date. Any replacement insurer with
      respect to a Mortgage Loan must have at least as high a claims paying ability
      rating as the insurer it replaces had on the Closing Date.

     

    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding principal balance, after application of all scheduled payments
      of
      principal and interest due during or prior to the month of substitution, not
      in
      excess of, and not more than 5% less than, the Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a maximum loan rate not less than the
      Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
      equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
      have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
      date not more than two months after the next Adjustment Date of the Deleted
      Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
      not
      more than one year less than) that of the Deleted Mortgage Loan, (vii) be
      current as of the date of substitution, (viii) have a Loan-to-Value Ratio
      as of the date of substitution equal to or lower than the Loan-to-Value Ratio
      of
      the Deleted Mortgage Loan as of such date, (ix) have been underwritten or
      re-underwritten in accordance with the same or substantially similar
      underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of
      the
      same or better credit quality as the Deleted Mortgage Loan and (xi) conform
      to each representation and warranty set forth in Section 2.04 hereof applicable
      to the Deleted Mortgage Loan. In the event that one or more mortgage loans
      are
      substituted for one or more Deleted Mortgage Loans, the amounts described in
      clause (i) hereof shall be determined on the basis of aggregate principal
      balances, the terms described in clause (vi) hereof shall be determined on
      the basis of weighted average remaining term to maturity, the Loan-to-Value
      Ratio described in clause (viii) hereof shall be satisfied as to each such
      mortgage loan and, except to the extent otherwise provided in this sentence,
      the
      representations and warranties described in clause (x) hereof must be
      satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate,
      as
      the case may be.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    “Rating
      Agency”:
      Each
      of Moody’s and S&P and any respective successors thereto. If Moody’s,
      S&P or their respective successors shall no longer be in existence, “Rating
      Agency” shall include such nationally recognized statistical rating agency or
      agencies, or other comparable Person or Persons, as shall have been designated
      by the Depositor, notice of which designation shall be given to the Trustee
      and
      the Master Servicer.

     

    “Realized
      Loss”:
      With
      respect to any Liquidated Mortgage Loan, the amount of loss realized equal
      to
      the portion of the Principal Balance remaining unpaid after application of
      all
      Net Liquidation Proceeds in respect of such Liquidated Mortgage
      Loan.

     

    “Recognition
      Agreement”:
      With
      respect to any Cooperative Loan, an agreement between the related Cooperative
      Corporation and the originator of such Mortgage Loan to establish the rights
      of
      such originator in the related Cooperative Property.

     

    “Reconstitution
      Agreement”:
      Each
      of the reconstitution agreements dated as of February 1, 2007, among the Seller,
      the Depositor and the Servicer and acknowledged by the Master Servicer and
      the
      Trustee, reconstituting the Servicing Agreement.

     

    “Record
      Date”:
      With
      respect to each Distribution Date and the LIBOR Certificates, the Business
      Day
      preceding the applicable Distribution Date so long as such Certificates remain
      Book-Entry Certificates and otherwise the Record Date shall be same as the
      other
      Classes of Certificates. For each other Class of Certificates, the last Business
      Day of the calendar month preceding the month in which such Distribution Date
      occurs.

     

    “Recovery”:
      With
      respect to any Distribution Date and a Mortgage Loan that became a Liquidated
      Mortgage Loan in the month preceding the month prior to that Distribution Date
      and with respect to which the related Realized Loss was allocated to one or
      more
      Classes of Certificates, an amount received in respect of such Liquidated
      Mortgage Loan during the prior calendar month, net of any reimbursable
      expenses.

     

    “Reference
      Bank”:
      A
      leading bank engaged in transactions in Eurodollar deposits in the international
      Eurocurrency market, which shall not control, be controlled by, or be under
      common control with, the Securities Administrator and shall have an established
      place of business in London. Until all of the LIBOR Certificates are paid in
      full, the Securities Administrator will at all times retain at least four
      Reference Banks for the purpose of determining LIBOR with respect to each LIBOR
      Determination Date. The Securities Administrator initially shall designate
      the
      Reference Banks (after consultation with the Depositor). If any such Reference
      Bank should be unwilling or unable to act as such or if the Securities
      Administrator should terminate its appointment as Reference Bank, the Securities
      Administrator shall promptly appoint or cause to be appointed another Reference
      Bank (after consultation with the Depositor). The Securities Administrator
      shall
      have no liability or responsibility to any Person for (i) the selection of
      any
      Reference Bank for purposes of determining LIBOR or (ii) any inability to retain
      at least four Reference Banks which is caused by circumstances beyond its
      reasonable control.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

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

     

    “Regular
      Certificate”:
      Any
      Certificate other than the Class C and Class R Certificates.

     

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

     

    “Regulation S”:
      Regulation S promulgated under the Securities Act or any successor
      provision thereto, in each case as the same may be amended from time to time;
      and all references to any rule, section or subsection of, or definition or
      term
      contained in, Regulation S means such rule, section, subsection, definition
      or term, as the case may be, or any successor thereto, in each case as the
      same
      may be amended from time to time.

     

    “Regulation
      S Global Security”:
      Not
      applicable.

     

    “Relevant
      Servicing Criteria”:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit Q 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, the Trustee, the Custodian or the
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such parties. 

     

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

     

    “Relief
      Act Reductions”:
      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 Due Period as a result of the application of the Relief Act,
      the
      amount, if any, by which (i) interest collectible on that Mortgage Loan during
      such Due Period is less than (ii) one month’s interest on the Stated Principal
      Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before
      giving effect to the application of the Relief Act.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

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

     

    “REMIC
      Opinion”:
      An
      Independent Opinion of Counsel, to the effect that the proposed action described
      therein would not cause an Adverse REMIC Event.

     

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

     

    “Remittance
      Report”:
      The
      Master Servicer’s Remittance Report to the Securities Administrator providing
      information with respect to each Mortgage Loan which is provided no later than
      the second Business Day following each Determination Date and which shall
      contain such information as may be agreed upon by the Master Servicer and the
      Securities Administrator and which shall be sufficient to enable the Securities
      Administrator to prepare the related Distribution Date Statement.

     

    “Rents
      from Real Property”:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code.

     

    “REO
      Account”:
      The
      account or accounts maintained by the Servicer in respect of an REO Property
      pursuant to the Servicing Agreement.

     

    “REO
      Disposition”:
      The
      sale or other disposition of an REO Property on behalf of the Trust
      Fund.

     

    “REO
      Imputed Interest”:
      With
      respect to any REO Property, for any calendar month during which such REO
      Property was at any time part of the Trust Fund, one month’s interest at the
      applicable Net Loan Rate for such REO Property on the Principal Balance of
      such
      REO Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan if appropriate) as of the Close of Business on the Due Date in
      such calendar month.

     

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

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    “REO
      Property”:
      A
      Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through
      foreclosure or deed-in-lieu of foreclosure in accordance with the applicable
      provisions of the Servicing Agreement.

     

    “Reportable
      Event”:
      As
      defined in Section 3.19(c).

     

    “Repurchase
      Price”:
      As
      defined in the Purchase Agreement.

     

    “Request
      for Release”:
      A
      release signed by a Servicing Officer, in the form of Exhibit F attached
      hereto.

     

    “Required
      Reserve Fund Deposit”:
      With
      respect to the Class C Certificates and any Distribution Date, an amount equal
      to the lesser of (i) the Net Monthly Excess Cashflow otherwise distributable
      to
      the Class C Certificates for such Distribution Date and (ii) the amount required
      to bring the balance on deposit in the Basis Risk Reserve Fund to an amount
      equal to the Basis Risk Shortfalls for such Distribution Date with respect
      to
      the LIBOR certificates (after giving effect to distributions of amounts received
      pursuant to the Yield Maintenance Allocation Agreement).

     

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

     

    “Residual
      Certificate”:
      The
      Class R Certificates.

     

    “Responsible
      Officer”:
      When
      used with respect to the Trustee, any director, any vice president, any
      assistant vice president, any associate assigned to the Corporate Trust Office
      (or similar group) or any other officer of the Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and, with respect to a particular matter, to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Restricted
      Global Security”:
      Not
      applicable.

     

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

     

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

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

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

     

    “Securities
      Administrator”:
      Wells
      Fargo Bank, N.A. and its successors in interest and assigns, or any successor
      securities administrator appointed as herein provided.

     

    “Security
      Agreement”:
      With
      respect to any Cooperative Loan, the agreement between the owner of the related
      Cooperative Shares and the originator of the related Mortgage Note that defines
      the terms of the security interest in such Cooperative Shares and the related
      Proprietary Lease.

     

    “Seller”:
      GCFP,
      in its capacity as seller under this Agreement.

     

    “Senior
      Certificate”:
      Any
      one of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C
      Certificates.

     

    “Senior
      Certificate Group”:
      Either
      (a) the Class 1A-1A and Class 1A-1B Certificates with respect to Loan Group
      1 or
      (b) the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates with respect
      to
      Loan Group 2.

     

    “Senior
      Certificateholder”:
      Any
      Holder of a Senior Certificate.

     

    “Senior
      Credit Support Depletion Date”:
      The
      date on which the Class Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero.

     

    “Senior
      Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the aggregate Class
      Principal Balance of the Senior Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 77.875% and thereafter 82.300% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      the
      Overcollateralization Floor.

     

    “Senior
      Termination Date”:
      For
      each Senior Certificate Group, the Distribution Date on which the aggregate
      of
      the Class Principal Balances of the related Senior Certificates is reduced
      to
      zero.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    “Servicer”:
      Downey
      Savings and Loan Association, F.A., and any successors thereto.

     

    “Servicer
      Remittance Date”:
      With
      respect to each Mortgage Loan, the 18th
      day of
      each month, or if such 18th
      day is
      not a Business Day, the preceding Business Day.

     

    “Servicing
      Account”:
      Any
      account established and maintained for the benefit of the Trust Fund by the
      Servicer or with respect to the related Mortgage Loans and any REO Property,
      pursuant to the terms of the respective Servicing Agreement.

     

    “Servicing
      Advances”:
      With
      respect to the Servicer and the Master Servicer (including the Trustee in its
      capacity as successor Master Servicer), all customary, reasonable and necessary
      “out of pocket” costs and expenses (including reasonable attorneys’ fees and
      expenses) incurred by the Servicer in the performance of its servicing
      obligations under the Servicing Agreement or by the Master Servicer (including
      the Trustee in its capacity as successor Master Servicer) in the performance
      of
      its obligations hereunder, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection and protection of the Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures, (iii)
      the
      management and liquidation of the REO Property and (iv) any other expenses
      permitted to be reimbursed as Servicing Advances under the Servicing Agreement,
      as applicable.

     

    “Servicing
      Agreement”:
      The
      Purchase Agreement, as reconstituted by the Reconstitution Agreement, as the
      same may be amended from time to time.

     

    “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”:
      With
      respect to the Servicer and each Mortgage Loan serviced by the Servicer and
      for
      any calendar month, the fee payable to the Servicer determined pursuant to
      the
      Servicing Agreement.

     

    “Servicing
      Fee Rate”:
      With
      respect to each Mortgage Loan, the per annum rate of 0.3750%. 

     

    “Servicing
      Function Participant”:
      Any
      Subservicer or Subcontractor of the Servicer, the Master Servicer, the Custodian
      and the Securities Administrator, respectively.

     

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

     

    “Sponsor”:
      Greenwich Capital Financial Products, Inc., in its capacity as sponsor under
      this Agreement.

     

    “Startup
      Day”:
      As
      defined in Section 9.01(b) hereof.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Distribution Date in March 2007,
      the
      Cut-off Date Principal Balance of such Mortgage Loan, (b) thereafter as of
      any date of determination up to and including the Distribution Date on which
      the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Cut-off Date Principal Balance of such Mortgage Loan
      minus,
      in the
      case of each Mortgage Loan, the sum of (i) the principal portion of each
      Monthly Payment due on a Due Date subsequent to the Cut-off Date, whether or
      not
      received, (ii) all Principal Prepayments received after the Cut-off Date,
      to the extent distributed pursuant to Section 5.01 before such date of
      determination and (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the Servicer as recoveries of principal in accordance with the
      applicable provisions of the Servicing Agreement, to the extent distributed
      pursuant to Section 5.01 before such date of determination; and (c) as of
      any date of determination subsequent to the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, zero; provided
      that
      such
      Stated Principal Balance shall be increased by the amount of any Deferred
      Interest added to the outstanding Principal Balance of such Mortgage Loan
      pursuant to the terms of the related Mortgage Note. With respect to any REO
      Property: (x) as of any date of determination up to and including the
      Distribution Date on which the proceeds, if any, of a Liquidation Event with
      respect to such REO Property would be distributed, an amount (not less than
      zero) equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the date on which such REO Property was acquired on behalf of the Trust Fund,
      minus the aggregate amount of REO Principal Amortization in respect of such
      REO
      Property for all previously ended calendar months, to the extent distributed
      pursuant to Section 5.01 before such date of determination; and (y) as
      of any date of determination subsequent to the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, zero. 

     

    “Stepdown
      Date”:
      The
      earlier to occur of (i) the first Distribution Date on which the aggregate
      Class
      Principal Balance of the Senior Certificates has been reduced to zero and (ii)
      the later to occur of (x) the Distribution Date occurring in January 2010 and
      (y) the first Distribution Date on which the Credit Enhancement Percentage
      (calculated for this purpose only after taking into account distributions of
      principal on the Mortgage Loans and before distribution of the Principal
      Distribution Amount to the holders of the Certificates then entitled to
      distributions of principal on such Distribution Date) is greater than or equal
      to (a) prior to the Distribution Date in March 2013, 22.125% and (b) on or
      after
      the Distribution Date in March 2013, 17.700%.

     

    “Strike
      Rate”:
      With
      respect to any Distribution Date and the Yield Maintenance Agreement, the strike
      rate for such date set forth on Exhibit I of the Yield Maintenance
      Agreement.

     

    “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 the Servicer (or a Subservicer of the Servicer),
      the Master Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

    “Subordinate
      Adjusted Cap Rate”:
      With
      respect to any Distribution Date and any Class of Subordinate Certificates,
      the
      weighted average of the Group 1 Adjusted Cap Rate and the Group 2 Adjusted
      Cap
      Rate, weighted in each case based on the applicable Subordinate Component for
      each Loan Group.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

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

     

    “Subordinate
      Class Expense Share”:
      For
      each Class of Subordinate Certificates and each Accrual Period, the Subordinate
      Class Expense Share shall be allocated in reverse order of their respective
      numerical Class designations (beginning with the Class of Subordinate
      Certificates with the highest numerical Class designation) and will be an amount
      equal to (i) the sum of, without duplication, (a) the amounts paid to the
      Trustee from the Trust Fund during such Accrual Period pursuant to Section
      8.05
      hereof to the extent such amounts were paid for ordinary or routine expenses
      and
      were not taken into account in computing the Net Loan Rate of any Mortgage
      Loan
      and (b) amounts described in clause (y) of the definition of Available Funds
      herein to the extent such amounts were paid for ordinary or routine expenses
      and
      were not taken into account in computing the Net Loan Rate of any Mortgage
      Loan
minus
      (ii)
      amounts taken into account under clause (i) of this definition in determining
      the Subordinate Class Expense Share of any Class of Subordinate Certificates
      having a higher numeric designation. In no event, however, shall the Subordinate
      Class Expense Share for any Class of Subordinate Certificates and any Accrual
      Period exceed the Monthly Interest Distributable Amount for such Class of
      Certificates computed without regard to the Subordinate Class Expense
      Share.

     

    “Subordinate
      Component”:
      With
      respect to each Loan Group and any Distribution Date, the excess of the sum
      of
      the related Pool Balance for such Distribution Date over the aggregate Class
      Principal Balance of the related Senior Certificate Group immediately preceding
      such Distribution Date. The designation “1” and “2” appearing after the
      corresponding Loan Group designation is used to indicate a Subordinate Component
      allocable to Loan Group 1 and Loan Group 2, respectively.

     

    “Subsequent
      Cut-off Date”:
      With
      respect to each Subsequent Mortgage Loan, the date specified in the related
      Subsequent Transfer Agreement for such Subsequent Mortgage Loan.

     

    “Subsequent
      Mortgage Loan”:
      Any
      Mortgage Loan, other than an Initial Mortgage Loan, conveyed to the Trust Fund
      pursuant to Section 2.01 hereof and a Subsequent Transfer Agreement, which
      Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered
      pursuant to this Agreement and on Schedule A to such Subsequent Transfer
      Agreement. When used with respect to a single Subsequent Transfer Date,
      Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to
      the
      Trust on that Subsequent Transfer Date.

     

    “Subsequent
      Transfer Agreement”:
      A
      Subsequent Transfer Agreement substantially in the form of Exhibit P hereto,
      executed and delivered by and among the Depositor, the Seller and the Trustee
      and acknowledged by the Servicer, as provided in Section 2.01(b)
      hereof.

     

    “Subsequent
      Transfer Date”:
      With
      respect to any Subsequent Transfer Agreement, the date the related Subsequent
      Mortgage Loans are transferred to the Trust pursuant to the related Subsequent
      Transfer Agreement.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    “Subservicer”:
      Any
      Person that services Mortgage Loans on behalf of the Servicer, the Master
      Servicer, the Securities Administrator or a Custodian, and is responsible for
      the performance (whether directly or through subservicers or Subcontractors)
      of
      servicing functions required to be performed under this Agreement, the Servicing
      Agreement or any subservicing agreement that are identified in Item 1122(d)
      of
      Regulation AB.

     

    “Subservicing
      Fee”:
      With
      respect to any Mortgage Loan, an amount equal to (a) one-twelfth the product
      of
      (i) the Subservicing Fee Rate and (ii) the Stated Principal Balance of such
      Mortgage Loan as of the first day of the related month.

     

    “Substitution
      Adjustment”:
      As
      defined in Section 2.03(g) hereof.

     

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

     

    “Telerate
      Page 3750”:
      The
      display currently so designated as “Page 3750” on the Bridge Telerate Service
      (or such other page selected by the Securities Administrator as may replace
      Page
      3750 on that service for the purpose of displaying daily comparable rates on
      prices).

     

    “Termination
      Price”:
      As
      defined in Section 10.01(a) hereof.

     

    “Terminator”:
      As
      defined in Section 10.01(a) hereof.

     

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

     

    “Transfer
      Affidavit”:
      As
      defined in Section 6.02(e)(ii) hereof.

     

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

     

    “Trigger
      Event”:
      With
      respect to any Distribution Date on or after the Stepdown Date, occurs
      when:

     

    (a) the
      percentage of the Mortgage Loans that are delinquent 60 days or more (including
      loans in foreclosure or that are REO Properties) exceeds (i) prior to the
      Distribution Date in March 2013, 31.60% of the current Credit Enhancement
      Percentage or (ii) on or after the Distribution Date in March 2013, 39.50%
      of
      the current Credit Enhancement Percentage; or

    
       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

         

      

    

    (b) the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Recoveries received since the Cut-off Date through the last day of the related
      Due Period) divided
      by
      the sum
      of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans
      as
      of the Cut-off Date and (b) the Prefunded Amount, exceeds the applicable
      percentages set forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Percentage

            
	
              March
                2009 - February 2010

            	 	
              0.25%
                for the first month plus an additional 1/12th
                of
                0.30%
                for each month thereafter

            
	
              March
                2010 - February 2011

            	 	
              0.55%
                for the first month plus an additional 1/12th
                of
                0.45%
                for each month thereafter

            
	
              March
                2011 - February 2012

            	 	
              1.00%
                for the first month plus an additional 1/12th
                of
                0.45%
                for each month thereafter

            
	
              March
                2012 - February 2013

            	 	
              1.45%
                for the first month plus an additional 1/12th
                of
                0.55%
                for each month thereafter

            
	
              March
                2013 - February 2014

            	 	
              2.00%
                for the first month plus an additional 1/12th
                of
                0.20%
                for each month thereafter

            
	
              March
                2014 and thereafter

            	 	
              2.20%

            


    

    


    “Trust
      Fund”:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, such Trust Fund consisting of: (i)
      such
      Mortgage Loans as from time to time are subject to this Agreement, together
      with
      the Mortgage Files relating thereto, and together with all collections thereon
      and proceeds thereof, (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the
      Mortgage Loans under all insurance policies required to be maintained pursuant
      to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under
      the Mortgage Loan Purchase Agreement (including any security interest created
      thereby); (v) the Distribution Account (subject to the last sentence of this
      definition), any REO Account and such assets that are deposited therein from
      time to time and any investments thereof, together with any and all income,
      proceeds and payments with respect thereto, (vi) all right, title and
      interest of the Seller in and to each Servicing Agreement, (vii) the Basis
      Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account,
      the
      Basis Risk Cap Account, the Basis Risk Cap Termination Account, the Basis Risk
      Cap Replacement Receipts Account, the Yield Maintenance Account and the Final
      Maturity Reserve Fund, (viii) the distributions made by the Administrator to
      the
      Securities Administrator pursuant to the Yield Maintenance Allocation Agreement,
      (ix) the Certificate Insurance Policy and (x) all proceeds of the
      foregoing. Notwithstanding the foregoing, however, the Trust Fund specifically
      excludes (1) all payments and other collections of interest and principal due
      on
      the Mortgage Loans on or before the Cut-off Date and principal received before
      the Cut-off Date (except any principal received as part of a payment due after
      the Cut-off Date) and (2) all income and gain realized from Permitted
      Investments of funds on deposit in the Distribution Account.

     

    “Trustee”:
      Deutsche Bank National Trust Company, not in its individual capacity but solely
      as trustee, a national banking association, its successors in interest and
      assigns, or any successor trustee appointed as herein provided.

     

    “Trustee
      Fee”:
      The
      annual on-going fee as agreed to by the Trustee and the Master Servicer and
      payable by the Master Servicer on behalf of the Trust Fund to the Trustee from
      the Master Servicer’s own funds pursuant to the terms of the separate fee letter
      agreement between the Trustee and the Master Servicer.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    “Undercollateralized
      Group”:
      With
      respect to any Distribution Date and any Loan Group as to which the aggregate
      Class Principal Balance of the related Classes of Senior Certificates, after
      giving effect to distributions pursuant to Section 5.01(a) on such date, is
      greater than the Loan Group Balance of the related Loan Group for such
      Distribution Date, such Classes of Senior Certificates shall constitute an
      Undercollateralized Group.

     

    “Underwriter’s
      Exemption”:
      Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374),
      as
      amended by PTE 97-34 (Exemption Application No. D-10245 and D-10246) and by
      PTE
      2000-58 (Exemption Application No. D-10829) and PTE 2002-41 (Exemption
      Application No. D-11077), as amended (or any successor thereto), or any
      substantially similar administrative exemption granted by the U.S. Department
      of
      Labor. 

     

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

     

    “United
      States Person”
or
      “U.S.
      Person”:
      The
      term shall have the meaning set forth in Section 7701(a)(30) of the Code or
      successor provisions.

     

    “Unpaid
      Interest Shortfall Amount”:
      With
      respect to any Distribution Date and any Class of LIBOR Certificates, the sum
      of
      (i) the excess, if any, of (a) the aggregate of the Monthly Interest
      Distributable Amounts for such Class for all prior Distribution Dates over
      (b)
      the sum of all amounts distributed as interest in respect of such Class from
      the
      Interest Remittance Amount pursuant to Section 5.01(a)(i) and from the Yield
      Maintenance Account pursuant to Section 5.01(h)(v) or (vi), plus (ii) interest
      on the amount described in clause (i) at the applicable Pass-Through Rate for
      the related Accrual Period, plus (iii) any interest accrued pursuant to clause
      (ii) on prior Distribution Dates that remains unpaid.

     

    “Upper-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “Value”:
      With
      respect to any Mortgage Loan and the related Mortgaged Property, the lesser
      of:

     

    (i) the
      value
      of such Mortgaged Property as determined by an appraisal made for the originator
      of the Mortgage Loan at the time of origination of the Mortgage Loan by an
      appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and
      

     

    (ii) the
      purchase price paid for the related Mortgaged Property by the Mortgagor with
      the
      proceeds of the Mortgage Loan; 

     

    provided,
      however,
      that in
      the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property
      is
      based solely upon the value determined by an appraisal made for the originator
      of such Refinancing Mortgage Loan at the time of origination by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac.

     

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. 99% of the voting rights shall be allocated among the Classes
      of Regular Certificates, pro
      rata,
      based
      on a fraction, expressed as a percentage, the numerator of which is the Class
      Principal Balance of such Class and the denominator of which is the aggregate
      of
      the Class Principal Balances then outstanding and 1% of the voting rights shall
      be allocated to the Class R Certificates; provided,
      however,
      that
      when none of the Regular Certificates is outstanding, 100% of the voting rights
      shall be allocated to the Holder of the Class R Certificates. The voting rights
      allocated to a Class of Certificates shall be allocated among all Holders of
      such Class, pro
      rata,
      based
      on a fraction the numerator of which is the Certificate Principal Balance of
      each Certificate of such Class and the denominator of which is the Class
      Principal Balance of such Class; provided,
      further,
      however,
      that
      any Certificate registered in the name of the Master Servicer, the Securities
      Administrator or the Trustee or any of its affiliates shall not be included
      in
      the calculation of Voting Rights; and provided,
      further,
      however,
      that
      all Voting Rights in respect of the Insured Certificates shall be allocated
      to
      the Certificate Insurer. The Class C and Class P Certificates shall have no
      voting rights.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    “Writedown
      Amount”:
      The
      reduction described in Section 5.03(c).

     

    “Yield
      Maintenance Account”:
      The
      account established and maintained by the Securities Administrator pursuant
      to
      Section 5.11, which shall be entitled “Yield Maintenance Account, Wells Fargo
      Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National
      Trust Company, as Trustee, in trust for the registered Holders of DSLA Mortgage
      Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-AR1” and which
      must be an Eligible Account.

     

    “Yield
      Maintenance Agreement”:
      The
      interest rate cap agreement for the benefit of the LIBOR Certificates by and
      between the Yield Maintenance Provider and the Administrator, on behalf of
      the
      Yield Maintenance Trust, including the ISDA Master Agreement between the Yield
      Maintenance Provider and the Administrator, the schedule thereto and the related
      confirmation (Ref. No. 38693), dated as of February 22, 2007 attached as Exhibit
      Z hereto. The Yield Maintenance Agreement shall be an asset of the Yield
      Maintenance Trust and not of the Trust Fund or any REMIC.

     

    “Yield
      Maintenance Allocation Agreement”:
      The
      allocation agreement dated February 22, 2007, among the Administrator, the
      Securities Administrator and the Sponsor, a copy of which is attached hereto
      as
      Exhibit Y.

     

    “Yield
      Maintenance Distributable Amount”:
      With
      respect to each Distribution Date and the LIBOR Certificates, an amount equal
      to
      the product of (i) the excess, if any, of (x) LIBOR, subject to the applicable
      strike rate cap set forth on Schedule I to the Yield Maintenance Agreement
      over
      (y) the applicable Strike Rate, (ii) the related Yield Maintenance Notional
      Balance and (iii) a fraction, the numerator of which is the actual number days
      in the related interest Accrual Period and the denominator of which is
      360.

     

    “Yield
      Maintenance Notional Balance”:
      With
      respect to any Distribution Date, the lesser of (i) the amount set forth on
      Schedule I to the Yield Maintenance Agreement and (ii) the aggregate Class
      Principal Balance of the LIBOR Certificates.

     

    “Yield
      Maintenance Payment Amount”:
      With
      respect to each Distribution Date, an amount equal to the sum of the amounts
      described in Sections 5.01(h)(i) through (vii).

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    “Yield
      Maintenance Provider”:
      The
      Bank of New York, its successors in interest and assigns or any successor Yield
      Maintenance Provider.

     

    “Yield
      Maintenance Trust”:
      The
      corpus of a trust created pursuant to the Yield Maintenance Allocation Agreement
      and designated as the “Yield Maintenance Trust” consisting of the Yield
      Maintenance Trust Account, the Yield Maintenance Agreement and the Collateral
      Account, but which is not an asset of the Trust Fund or any REMIC.

     

    “Yield
      Maintenance Trust Account”:
      The
      account, relating to the Yield Maintenance Agreement, established by the Trustee
      pursuant to Section 5.11 and maintained by the Administrator pursuant to the
      Yield Maintenance Allocation Agreement and which must be an Eligible Account.
      The Yield Maintenance Trust Account is an asset of the Yield Maintenance Trust
      and not of the Trust Fund or any REMIC.

     

    SECTION
      1.02. Accounting.

     

    Unless
      otherwise specified herein, for the purpose of any definition or calculation,
      whenever amounts are required to be netted, subtracted or added or any
      distributions are taken into account such definition or calculation and any
      related definitions or calculations shall be determined without duplication
      of
      such functions.

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance of Mortgage Loans.

     

    (a) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders and the Certificate Insurer all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to (i) each Initial Mortgage
      Loan identified on the Mortgage Loan Schedule, including the related Cut-off
      Date Principal Balance, all interest due thereon after the Initial Cut-off
      Date
      and all collections in respect of interest and principal due after the Initial
      Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the
      Distribution Account and all amounts from time to time credited to and to the
      proceeds of the Distribution Account; (iii) any real property that secured
      each
      such Initial Mortgage Loan and that has been acquired by foreclosure or deed
      in
      lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in
      respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi)
      any such amounts as may be deposited into and held by the Securities
      Administrator in the Prefunding Account and the Capitalized Interest Account
      and
      (vii) all other assets included or to be included in the Trust Fund. Such
      assignment includes all interest and principal due to the Depositor or the
      Master Servicer after the Initial Cut-off Date with respect to the Initial
      Mortgage Loans. In exchange for such transfer and assignment, the Depositor
      shall receive the Certificates.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    It
      is
      acknowledged and agreed that the Securities Administrator hereunder shall also
      serve as the Administrator under the Yield Maintenance Allocation Agreement
      and
      the Yield Maintenance Agreement. The Depositor hereby directs the Administrator
      to execute, deliver and perform its obligations under the Yield Maintenance
      Allocation Agreement and the Yield Maintenance Agreement, not in its individual
      capacity, but solely as Administrator on behalf of the Yield Maintenance Trust.
      Every provision of this Agreement relating to the conduct or affecting the
      liability of or affording protection or indemnification to the Securities
      Administrator shall apply to the Administrator’s execution and performance of
      its duties and obligations under the Yield Maintenance Allocation Agreement
      and
      the Yield Maintenance Agreement. 

     

    The
      Depositor hereby directs the Securities Administrator to execute, not in its
      individual capacity, but solely as Securities Administrator on behalf of the
      Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties
      and obligations thereunder.

     

    Concurrently
      with the execution of this Agreement, the Basis Risk Cap Agreement shall be
      delivered to the Securities Administrator. In connection therewith, the
      Depositor hereby directs the Securities Administrator (solely in its capacity
      as
      such) and the Securities Administrator is hereby authorized, to execute and
      deliver the Basis Risk Cap Agreement for the benefit of the Certificateholders.
      The Seller, the Securities Administrator, the Depositor and the
      Certificateholders (by their acceptance of such Certificates) acknowledge and
      agree that the Securities Administrator is executing and delivering the Basis
      Risk Cap Agreement solely in its capacity as Securities Administrator of the
      Trust Fund, and not in its individual capacity. The Securities Administrator
      shall have no duty or responsibility to enter into any swap agreement or any
      other basis risk cap agreement upon the expiration or termination of the Basis
      Risk Cap Agreement.

     

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

     

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

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    In
      connection with such transfer and assignment, the Seller, on behalf of the
      Depositor, does hereby deliver on the Closing Date, unless otherwise specified
      in this Section 2.01, to, and deposit with the Trustee, or the Custodian as
      its
      designated agent, the following documents or instruments with respect to each
      Mortgage Loan (a “Mortgage
      File”)
      so
      transferred and assigned:

     

    
      	
            	(i)	
              the
                original Mortgage Note, endorsed either on its face or by allonge
                attached
                thereto in blank or in the following form: “Pay to the order of Deutsche
                Bank National Trust Company, as Trustee for DSLA Mortgage Loan Trust
                Mortgage Loan Pass-Through Certificates, Series 2007-AR1, without
                recourse”, or with respect to any lost Mortgage Note, an original Lost
                Note Affidavit stating that the original Mortgage Note was lost,
                misplaced
                or destroyed, together with a copy of the related Mortgage
                Note;

            


    

     

    
      	
            	(ii)	
              except
                as provided below, for each Mortgage Loan that is not a MERS Mortgage
                Loan, the original Mortgage, and in the case of each MERS Mortgage
                Loan,
                the original Mortgage, noting the presence of the MIN for that Mortgage
                Loan and either language indicating that the Mortgage Loan is a MOM
                Loan
                if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was
                not a MOM
                Loan at origination, the original Mortgage and the assignment to
                MERS, in
                each case with evidence of recording thereon, and the original recorded
                power of attorney, if the Mortgage was executed pursuant to a power
                of
                attorney, with evidence of recording thereon or, if such Mortgage
                or power
                of attorney has been submitted for recording but has not been returned
                from the applicable public recording office, has been lost or is
                not
                otherwise available, a certified copy of such Mortgage or power of
                attorney, as the case may be, together with an Officer’s Certificate of
                the Seller certifying that the copy of such Mortgage delivered to
                the
                Trustee (or the Custodian on its behalf) is a true copy and that
                the
                original of such Mortgage has been forwarded to the public recording
                office, or, in the case of a Mortgage that has been lost, a copy
                thereof
                (certified as provided for under the laws of the appropriate jurisdiction)
                and a written Opinion of Counsel (delivered at the Seller’s expense)
                acceptable to the Trustee and the Depositor that an original recorded
                Mortgage is not required to enforce the Trustee’s interest in the Mortgage
                Loan;

            


    

     

    
      	
            	(iii)	
              the
                original or copy of each assumption, modification or substitution
                agreement, if any, relating to the Mortgage Loans, or, as to any
                assumption, modification or substitution agreement which cannot be
                delivered on or prior to the Closing Date because of a delay caused
                by the
                public recording office where such assumption, modification or
                substitution agreement has been delivered for recordation, a photocopy
                of
                such assumption, modification or substitution agreement, pending
                delivery
                of the original thereof, together with an Officer’s Certificate of the
                Seller certifying that the copy of such assumption, modification
                or
                substitution agreement delivered to the Trustee (or its custodian)
                on
                behalf of the Trust Fund is a true copy and that the original of
                such
                agreement has been forwarded to the public recording
                office;

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iv)	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original Assignment, in form and substance acceptable for recording.
                The
                Mortgage shall be assigned to “Deutsche Bank National Trust Company, as
                Trustee for DSLA Mortgage Loan Trust Mortgage Loan Pass-Through
                Certificates, Series 2007-AR1, without
                recourse;”

            


    

     

    
      	
            	(v)	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original copy of any intervening Assignment showing a complete chain
                of
                assignments, or, in the case of an intervening Assignment that has
                been
                lost, a written Opinion of Counsel (delivered at the Seller’s expense)
                acceptable to the Trustee and any NIMS Insurer that such original
                intervening Assignment is not required to enforce the Trustee’s interest
                in the Mortgage Loans;

            


    

     

    
      	
            	(vi)	
              the
                original Primary Insurance Policy, if any, or certificate, if
                any;

            


    

     

    
      	
            	(vii)	
              the
                original or a certified copy of lender’s title insurance policy;
                and

            


    

     

    
      	
            	(viii)	
              with
                respect to any Cooperative Loan, the Cooperative Loan
                Documents.

            


    

     

    In
      connection with the assignment of any MERS Mortgage Loan, the Seller agrees
      that
      it will take (or shall cause the applicable Servicer to take), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), such actions as are necessary to cause the MERS®
      System
      to indicate that such Mortgage Loans have been assigned by the Seller to the
      Trustee in accordance with this Agreement (or any Subsequent Transfer Agreement)
      for the benefit of the Certificateholders by including (or deleting, in the
      case
      of Mortgage Loans that are repurchased in accordance with this Agreement) in
      such computer files the information required by the MERS®
      System
      to identify the series of the Certificates issued in connection with the
      transfer of such Mortgage Loans to the DSLA Mortgage Loan Trust 2007-AR1.
      Notwithstanding anything herein to the contrary, the Master Servicer and
      Securities Administrator are not responsible for monitoring any MERS Mortgage
      Loans.

     

    With
      respect to each Cooperative Loan, the Seller, on behalf of the Depositor, does
      hereby deliver to the Trustee (or the Custodian) the related Cooperative Loan
      Documents and the Seller shall take (or cause the applicable Servicer to take),
      at the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer) such actions as are necessary under applicable law
      (including but not limited to the relevant UCC) in order to perfect the interest
      of the Trustee in the related Mortgaged Property.

     

    Assignments
      of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage
      Loan (other than a Cooperative Loan) shall be recorded; provided,
      however,
      that
      such assignments need not be recorded if, in the Opinion of Counsel (which
      must
      be from Independent Counsel and not at the expense of the Trust Fund or the
      Trustee) acceptable to the Trustee, each Rating Agency, recording in such states
      is not required to protect the Trust Fund’s interest in the related Mortgage
      Loans; provided,
      further,
      notwithstanding the delivery of any Opinion of Counsel, each assignment of
      Mortgage shall be submitted for recording by the Seller (or the Seller will
      cause the applicable Servicer to submit each such assignment for recording),
      at
      the cost and expense of the Seller, in the manner described above, at no expense
      to the Trust Fund or Trustee, upon the earliest to occur of (1) reasonable
      direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy
      or insolvency relating to the Seller or the Depositor, or (3) with respect
      to
      any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency
      or
      foreclosure relating to the Mortgagor under the related Mortgage. Subject to
      the
      preceding sentence, as soon as practicable after the Closing Date (but in no
      event more than three months thereafter except to the extent delays are caused
      by the applicable recording office), the Seller shall properly record (or the
      Seller will cause the applicable Servicer to properly record), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), in each public recording office where the related Mortgages are
      recorded, each assignment referred to in Section 2.01(v) above with respect
      to a
      Mortgage Loan that is not a MERS Mortgage Loan.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    The
      Trustee agrees to execute and deliver to the Depositor on or prior to the
      Closing Date an acknowledgment of receipt of the original Mortgage Note (with
      any exceptions noted), substantially in the form attached as Exhibit G-1
      hereto.

     

    If
      the
      original lender’s title insurance policy, or a certified copy thereof, was not
      delivered pursuant to Section 2.01(vii) above, the Seller shall deliver or
      cause
      to be delivered to the Trustee the original or a copy of a written commitment
      or
      interim binder or preliminary report of title issued by the title insurance
      or
      escrow company, with the original or a certified copy thereof to be delivered
      to
      the Trustee, promptly upon receipt thereof, but in any case within 175 days
      of
      the Closing Date. The Seller shall deliver or cause to be delivered to the
      Trustee, promptly upon receipt thereof, any other documents constituting a
      part
      of a Mortgage File received with respect to any Mortgage Loan sold to the
      Depositor by the Seller, including, but not limited to, any original documents
      evidencing an assumption or modification of any Mortgage Loan.

     

    For
      (a)
      Initial Mortgage Loans (if any) that have been prepaid in full after the Initial
      Cut-off Date and prior to the Closing Date or (b) Subsequent Mortgage Loans
      (if
      any) that have been prepaid in full after the applicable Subsequent Cut-off
      Date
      and prior to the applicable Transfer Date, in lieu of the Seller delivering
      the
      above documents, the applicable Servicer shall deliver to any NIMS Insurer,
      the
      Certificate Insurer and the Trustee, or to the Custodian on behalf of the
      Trustee, prior to the first Distribution Date, 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 have been so deposited. All original documents that are not delivered
      to
      the Trustee (or to the Custodian on behalf of the Trustee) on behalf of the
      Trust Fund shall be held by the Master Servicer or the applicable Servicer
      in
      trust for the Trustee, for the benefit of the Trust Fund, the Certificateholders
      and the Certificate Insurer.

     

    The
      Depositor herewith delivers to the Trustee an executed copy of the Mortgage
      Loan
      Purchase Agreement.

     

    (b) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, sets over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders and the Certificate Insurer all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to each Subsequent Mortgage
      Loan included on the Mortgage Loan Schedule, including the related Cut-off
      Date
      Principal Balance, all interest due thereon after the Subsequent Cut-off Date
      and all collections in respect of interest and principal due after the
      Subsequent Cut-off Date; (ii) all the Depositor’s right, title and interest in
      and to the Distribution Account and all amounts from time to time credited
      to
      and the proceeds of the Distribution Account; (iii) any real property that
      secured each such Subsequent Mortgage Loan and that has been acquired by
      foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any
      insurance policies in respect of the Subsequent Mortgage Loans; (v) all proceeds
      of any of the foregoing; and (vi) all other assets included or to be included
      in
      the Trust Fund. Such assignment includes all interest and principal due to
      the
      Depositor after the Subsequent Cut-off Date with respect to the Subsequent
      Mortgage Loans.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    Upon
      one
      Business Day’s prior written notice to the Trustee, the Master Servicer, the
      Securities Administrator, the Servicer and the Rating Agencies, on any Business
      Day designated by the Depositor during the Prefunding Period, the Depositor,
      the
      Seller, the Trustee and the Servicer shall complete, execute and deliver a
      Subsequent Transfer Agreement so long as no Rating Agency has provided notice
      that the execution and delivery of such Subsequent Transfer Agreement will
      result in a reduction or withdrawal of the ratings assigned to the Certificates
      on the Closing Date (without regard to the Certificate Insurance
      Policy).

     

    The
      transfer of Subsequent Mortgage Loans and the other property and rights relating
      to them on a Subsequent Transfer Date is subject to the satisfaction of each
      of
      the following conditions:

     

    
      	 	
              (i)

            	
              each
                Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date
                satisfies the representations and warranties applicable to it under
                this
                Agreement and under the applicable Reconstitution Agreement as of
                the
                applicable Subsequent Transfer Date; provided,
                however,
                that with respect to a breach of a representation and warranty with
                respect to a Subsequent Mortgage Loan, the obligation under Section
                2.03
                of this Agreement of the Seller or Originator, as applicable, to
                cure,
                repurchase or replace such Subsequent Mortgage Loan shall constitute
                the
                sole remedy against the Seller or Originator, as applicable, respecting
                such breach available to Certificateholders, the Depositor or the
                Trustee;

            


    

     

    
      	 	
              (ii)

            	
              the
                Trustee, the Certificate Insurer and the Rating Agencies are provided
                with
                an Opinion of Counsel or Opinions of Counsel, at the expense of the
                Depositor, with respect to the qualification of each REMIC created
                pursuant to this Agreement as a REMIC, to be delivered as provided
                pursuant to this Section 2.01(b);

            


    

     

    
      	 	
              (iii)

            	
              the
                Rating Agencies, the Certificate Insurer and the Trustee are provided
                with
                an Opinion of Counsel or Opinions of Counsel, at the expense of the
                Depositor, with respect to the characterization of the transfer of
                the
                Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
                as a
                sale, to be delivered as provided pursuant to this Section
                2.01(b);

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              the
                execution and delivery of such Subsequent Transfer Agreement or conveyance
                of the related Subsequent Mortgage Loans does not result in a reduction
                or
                withdrawal of any ratings assigned to the Certificates on the Closing
                Date
                by the Rating Agencies (without regard to the Certificate Insurance
                Policy);

            


    

     

    
      	 	
              (v)

            	
              each
                Subsequent Mortgage Loan may not be 30 or more days contractually
                delinquent as of its Subsequent Transfer
                Date;

            


    

     

    
      	 	
              (vi)

            	
              each
                Subsequent Mortgage Loan may not have a final maturity date later
                than
                March 2046;

            


    

     

    
      	
            	(vii)	
              the
                remaining term to stated maturity of each Subsequent Mortgage Loan
                will
                not exceed 40 years;

            


    

     

    
      	
            	(viii)	
              each
                Subsequent Mortgage Loan will have an LTV ratio not greater than
                100.0%;

            


    

     

    
      	
            	(ix)	
              each
                Subsequent Mortgage Loan will have a Stated Principal Balance not
                greater
                than $1,787,500;

            


    

     

    
      	
            	(x)	
              each
                Subsequent Mortgage Loan will have a first payment date no later
                than
                April 22, 2007;

            


    

     

    
      	
            	(xi)	
              each
                Subsequent Mortgage Loan will be an adjustable rate mortgage loan
                that
                will have a Loan Rate determined by the MTA index or the 1-month
                or
                6-month LIBOR index;

            


    

     

    
      	
            	(xii)	
              each
                subsequent mortgage loan will have a mortgage rate not less than
                1.250%
                per annum;

            


    

     

    
      	
            	(xiii)	
              each
                subsequent mortgage loan will have a margin of at least 0.800%;

            


    

     

    
      	
            	(xiv)	
              no
                Subsequent Mortgage Loan will be subject to the Homeownership and
                Equity
                Protection Act of 1994 or any comparable state or local law;
                

            


    

     

    
      	
            	(xv)	
              each
                Subsequent Mortgage Loan will be a valid, existing and enforceable
                first
                lien on the Mortgaged Property;

            


    

     

    
      	
            	(xvi)	
              the
                aggregate pool of Subsequent Mortgage Loans is acceptable to the
                Rating
                Agencies by a prior written
                communication;

            


    

     

    
      	
            	(xvii)	
              each
                Subsequent Mortgage Loan will have been originated by Downey in accordance
                with the same underwriting criteria used by Downey in the origination
                of
                the Initial Mortgage loans;

            


    

     

    
      	
            	(xviii)	
              following
                the purchase of such Subsequent Mortgage Loans by the Trust, the
                Mortgage
                Loans, including the Subsequent Mortgage Loans, will have the following
                characteristics as of their respective Subsequent Cut-off
                Dates:

            


    

     

    
      	
            	(1)	
              a
                weighted average margin of not less than 3.05% per
                annum;

            


    

    
       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              (2)

            	
              a
                weighted average remaining term to stated maturity of no more than
                406
                months;

            


    

     

    
      	 	
              (3)

            	
              a
                weighted average original LTV ratio of not more than 75.50%;

            


    

     

    
      	 	
              (4)

            	
              a
                weighted average credit score of at least 700;
                and

            


    

     

    
      	 	
              (5)

            	
              no
                more than 8.00% of the Group 2 Mortgage Loans, by Cut-off Date Collateral
                Balance, will relate to non-owner occupied
                properties.

            


    

     

    
      	
            	(xix)	
              neither
                the Seller nor the Depositor shall be insolvent or shall be rendered
                insolvent as a result of such
                transfer;

            


    

     

    
      	
            	(xx)	
              no
                Event of Default has occurred
                hereunder;

            


    

     

    
      	
            	(xxi)	
              the
                Depositor shall have delivered to the Trustee an Officer’s Certificate
                confirming the satisfaction of each of these conditions precedent;
                and

            


    

     

    
      	
            	(xxii)	
              each
                Mortgage Loan constitutes a “qualified mortgage” within the meaning of
                Section 860G(a)(3) of the Code.

            


    

     

    Notwithstanding
      the foregoing, the aggregate characteristics of the Subsequent Mortgage Loans
      at
      the end of the Prefunding Period shall be substantially the same as the
      aggregate characteristics of the Initial Mortgage Loans as of the Initial
      Cut-off Date.

     

    Upon
      (1)
      delivery to the Trustee by the Depositor of the Opinions of Counsel referred
      to
      in this Section 2.01(b), (2) delivery to the Trustee by the Depositor of a
      revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans conveyed
      on such Subsequent Transfer Date and the related Subsequent Mortgage Loans
      and
      (3) delivery to the Trustee by the Depositor of an Officer’s Certificate
      confirming the satisfaction of each of the conditions precedent set forth above
      in this Section 2.01(b), the Securities Administrator shall remit to the
      Depositor the Aggregate Subsequent Transfer Amount related to the Subsequent
      Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date
      from funds in the Prefunding Account.

     

    The
      Securities Administrator shall not be required to investigate or otherwise
      verify compliance with the conditions set forth in the preceding paragraph,
      except for its own receipt of documents specified above, and shall be entitled
      to rely on the required Officer’s Certificate.

     

    The
      Depositor shall have the right to receive any and all loan-level information
      regarding the characteristics and performance of the Mortgage Loans upon
      request, and to publish, disseminate or otherwise utilize such information
      in
      its discretion, subject to applicable laws and regulations.

     

    
      
        
        

      

      
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    SECTION
      2.02. Acceptance by Trustee.

     

    The
      Trustee hereby accepts its appointment as Custodian hereunder and acknowledges
      the receipt, subject to the provisions of Section 2.01 and subject to the review
      described below and any exceptions noted on the exception report described
      in
      the next paragraph below, of the documents referred to in Section 2.01 above
      and
      all other assets included in the definition of “Trust Fund” and declares that,
      in its capacity as Custodian, it holds and will hold such documents and the
      other documents delivered to it constituting a Mortgage File, and that it holds
      or will hold all such assets and such other assets included in the definition
      of
“Trust Fund” in trust for the exclusive use and benefit of all present and
      future Certificateholders and the Certificate Insurer.

     

    The
      Trustee (or the Custodian on its behalf) further agrees, for the benefit of
      the
      Certificateholders and the Certificate Insurer, to review each Mortgage File
      delivered to it and to certify and deliver to the Depositor, the Seller, any
      NIMS Insurer and each Rating Agency an interim certification in substantially
      the form attached hereto as Exhibit G-2, within 90 days after the Closing Date
      (or, with respect to any document delivered after the Startup Day, within 45
      days of receipt and with respect to any Qualified Substitute Mortgage, within
      five Business Days after the assignment thereof) that, as to each Mortgage
      Loan
      listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
      full
      or any Mortgage Loan specifically identified in the exception report annexed
      thereto as not being covered by such certification), (i) all documents
      required to be delivered by it pursuant to Section 2.01 of this Agreement
      are in its possession, (ii) such documents have been reviewed by it and
      have not been mutilated, damaged or torn and relate to such Mortgage Loan and
      (iii) based on its examination and only as to the foregoing, the
      information set forth in the Mortgage Loan Schedule that corresponds to items
      (i), (ii) and (xv) of the Mortgage Loan Schedule accurately reflects information
      set forth in the Mortgage File. It is herein acknowledged that, in conducting
      such review, the Trustee and the Custodian on its behalf are under no duty
      or
      obligation to inspect, review or examine any such documents, instruments,
      certificates or other papers to determine that they are genuine, enforceable,
      or
      appropriate for the represented purpose or that they have actually been recorded
      or that they are other than what they purport to be on their face.

     

    No
      later
      than 180 days after the Closing Date, the Trustee (or the Custodian on its
      behalf) shall deliver to the Depositor, any NIMS Insurer and the Seller a final
      certification in the form annexed hereto as Exhibit G-3 evidencing the
      completeness of the Mortgage Files, with any applicable exceptions noted
      thereon.

     

    If,
      in
      the process of reviewing the Mortgage Files and making or preparing, as the
      case
      may be, the certifications referred to above, the Trustee finds any document
      or
      documents constituting a part of a Mortgage File to be missing or not conforming
      to the requirements set forth herein, at the conclusion of its review the
      Trustee (or the Custodian as its designated agent) shall promptly notify the
      Certificate Insurer, the Seller and the Depositor. In addition, upon the
      discovery by the Seller or the Depositor (or upon receipt by the Trustee of
      written notification of such breach) of a breach of any of the representations
      and warranties made by the Seller in the Mortgage Loan Purchase Agreement in
      respect of any Mortgage Loan that materially adversely affects such Mortgage
      Loan or the interests of the related Certificateholders or the Certificate
      Insurer in such Mortgage Loan, the party discovering such breach shall give
      prompt written notice to the other parties to this Agreement.

     

    
      
        
        

      

      
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    The
      Depositor and the Trustee intend that the assignment and transfer herein
      contemplated constitute a sale of the Mortgage Loans, the related Mortgage
      Notes
      and the related documents, conveying good title thereto free and clear of any
      liens and encumbrances, from the Depositor to the Trustee and that such property
      not be part of the Depositor’s estate or property of the Depositor in the event
      of any insolvency by the Depositor. In the event that such conveyance is deemed
      to be, or to be made as security for, a loan, the parties intend that the
      Depositor shall be deemed to have granted and does hereby grant to the Trustee
      a
      first priority perfected security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans, the related Mortgage Notes
      and
      the related documents, and that this Agreement shall constitute a security
      agreement under applicable law.

     

    The
      Trustee (or the Custodian on its behalf) shall execute and deliver to the
      Depositor on or prior to each Subsequent Transfer Date an acknowledgment of
      receipt of the original Mortgage Note (with any exceptions noted), substantially
      in the form attached as Exhibit G-1 hereto. 

     

    The
      Trustee (or the Custodian on its behalf) shall, for the benefit of the
      Certificateholders, review each Mortgage File delivered to it for the Subsequent
      Mortgage Loans and to certify and deliver to the Depositor, the Seller and
      the
      Rating Agency an interim certification in substantially the form attached hereto
      as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as
      to
      each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than
      any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan
      specifically identified in the exception report annexed thereto as not being
      covered by such certification), (i) all documents required to be delivered
      to it pursuant to Section 2.01 of this Agreement are in its possession,
      (ii) such documents have been reviewed by it and have not been mutilated,
      damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based
      on its examination and only as to the foregoing, the information set forth
      in
      the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of
      the
      Mortgage Loan Schedule accurately reflects information set forth in the Mortgage
      File. It is herein acknowledged that, in conducting such review, the Trustee
      and
      the Custodian on its behalf are under no duty or obligation to inspect, review
      or examine any such documents, instruments, certificates or other papers to
      determine that they are genuine, enforceable, or appropriate for the represented
      purpose or that they have actually been recorded or that they are other than
      what they purport to be on their face.

     

    No
      later
      than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian
      on behalf of the Trustee shall deliver to the Depositor and the Seller a final
      certification in the form annexed hereto as Exhibit G-3 (or a substantially
      similar form) evidencing the completeness of the Mortgage Files, with any
      applicable exceptions noted thereon.

     

    If,
      in
      the course of such review of the Mortgage Files relating to the Subsequent
      Mortgage Loans, the Custodian finds any document constituting a part of a
      Mortgage File which does not meet the requirements of Section 2.01(b), the
      Trustee shall cause the Custodian to list such as an exception in the Final
      Certification; provided,
      however,
      that
      the Trustee shall not make any determination as to whether (i) any
      endorsement is sufficient to transfer all right, title and interest of the
      party
      so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note
      or
      (ii) any assignment is in recordable form or is sufficient to effect the
      assignment of and transfer to the assignee thereof under the mortgage to which
      the assignment relates. The Seller or Originator, as applicable, shall cure
      any
      such defect or repurchase or substitute for any such Mortgage Loan in accordance
      with this Section 2.02.

     

    
      
        
        

      

      
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    SECTION
      2.03. Repurchase or Substitution of Mortgage Loans by the Originator and the
      Seller.

     

    (a) Upon
      its
      discovery or receipt of written notice of any materially defective document
      in,
      or that a document is missing from, a Mortgage File or of the breach by the
      Originator of any representation, warranty or covenant under the Purchase
      Agreement in respect of any Mortgage Loan which materially adversely affects
      the
      value of that Mortgage Loan or the interest therein of the Certificateholders
      or
      the Certificate Insurer, the Trustee shall promptly notify the Originator of
      such defect, missing document or breach and request that the Originator deliver
      such missing document or cure such defect or breach within 90 days from the
      date
      that the Originator was notified of such missing document, defect or breach,
      and
      if the Originator does not deliver such missing document or cure such defect
      or
      breach in all material respects during such period, the Trustee shall enforce
      the Originator’s obligation under the Purchase Agreement and cause the
      Originator to repurchase that Mortgage Loan from the Trust Fund at the
      Repurchase Price (as defined in the Purchase Agreement) on or prior to the
      Determination Date following the expiration of such 90 day period. It is
      understood and agreed that the obligation of the related Originator to cure
      or
      to repurchase or to substitute for (or, with respect to any costs and damages
      incurred by the Trust Fund in connection with any violation of any
      anti-predatory or anti-abusive lending laws, indemnify 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 Originator respecting such omission,
      defect or breach available to the Trustee or any NIMS Insurer on behalf of
      the
      Certificateholders.

     

    (b) Upon
      discovery or receipt of written notice that a document does not comply with
      the
      requirements of Section 2.01 hereof, or that a document is missing from, a
      Mortgage File or of the breach by the Seller of any representation, warranty
      or
      covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or
      Section 2.07 hereof in respect of any Mortgage Loan which materially adversely
      affects the value of that Mortgage Loan or the interest therein of the
      Certificateholders or the Certificate Insurer, the Trustee (or the Custodian
      as
      its designated agent) shall promptly notify the Seller of such noncompliance,
      missing document or breach and request that the Seller deliver such missing
      document or cure such noncompliance or breach within 90 days from the date
      that
      the Seller was notified of such missing document, noncompliance or breach,
      and
      if the Seller does not deliver such missing document or cure such noncompliance
      or breach in all material respects during such period, the Trustee shall enforce
      the Seller’s obligation under the Mortgage Loan Purchase 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 2.03(e) 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 the additional period
      provided under the Mortgage Loan Purchase Agreement; and, provided
      further,
      that,
      in the case of the breach of any representation, warranty or covenant made
      by
      the Seller in Section 2.04 hereof, the Seller shall be obligated to cure such
      breach or purchase the affected Mortgage Loans for the Purchase Price or, if
      the
      Mortgage Loan or the related Mortgaged Property acquired with respect thereto
      has been sold, then the Seller shall pay, in lieu of the Purchase Price, any
      excess of the Purchase Price over the Net Liquidation Proceeds received upon
      such sale. 

     

    
      
        
        

      

      
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    (c) The
      Purchase Price or Repurchase Price (as defined in the Purchase Agreement) for
      a
      Mortgage Loan purchased or repurchased under this Section 2.03 or such other
      amount due shall be deposited in the Distribution Account on or prior to the
      next Determination Date after the Seller’s or the Originator’s obligation to
      repurchase such Mortgage Loan arises. The Trustee, upon receipt of written
      certification from the Seller or the Originator of the related deposit in the
      Distribution Account, shall cause the Custodian to release to the Seller or
      the
      Originator, as applicable, the related Mortgage File and shall execute and
      deliver such instruments of transfer or assignment, in each case without
      recourse, as the Seller or the Originator, as applicable, shall furnish to
      it
      and as shall be necessary to vest in the Seller or the Originator, as
      applicable, any Mortgage Loan released pursuant hereto and the Trustee and
      the
      Custodian shall have no further responsibility with regard to such Mortgage
      File
      (it being understood that the Trustee and the Custodian 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, the Seller 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 Qualified Substitute Mortgage Loans in the manner and subject to the
      limitations set forth in Section 2.03(e) below. It is understood and agreed
      that
      the obligation of the Seller to cure or to repurchase or to substitute for
      (or,
      with respect to any costs and damages incurred by the Trust Fund in connection
      with any violation of any anti-predatory or anti-abusive lending laws, indemnify
      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 Seller respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders

     

    (d) Notwithstanding
      anything to the contrary set forth above, with respect to any breach by the
      Seller of a representation or warranty made by the Seller herein or in the
      Mortgage Loan Purchase Agreement that materially and adversely affects the
      value
      of a Mortgage Loan or the Mortgage Loans or the interest therein of the
      Certificateholders or the Certificate Insurer, if the Seller would not be in
      breach of such representation or warranty but for a breach by an Originator
      of a
      representation and warranty made by the Originator in the Servicing Agreement,
      then the Originator thereunder, in the manner and to the extent set forth
      therein, and not the Seller, shall be required to remedy such breach.
In
      addition to such repurchase or substitution obligation, the Seller shall
      indemnify the Trust Fund and hold it harmless against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary 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 breach
      of
      the Seller’s representations and warranties contained in Section
      2.04.

     

    
      
        
        

      

      
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    The
      Trustee shall enforce the obligations of the Seller under the Mortgage Loan
      Purchase Agreement including, without limitation, any obligation of the Seller
      to purchase a Mortgage Loan on account of missing or defective documentation
      or
      on account of a breach of a representation, warranty or covenant as described
      in
      this Section 2.03(c).

     

    (e) If
      pursuant to the provisions of Section 2.03(b), the Seller repurchases or
      otherwise removes from the Trust Fund a Mortgage Loan that is a MERS Mortgage
      Loan, the Seller shall take (or shall cause the applicable Servicer to take),
      at
      the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer), such actions as are necessary either (i) cause MERS
      to
      execute and deliver an Assignment of Mortgage in recordable form to transfer
      the
      Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (ii) cause MERS to designate on the MERS® System the Seller or
      its designee as the beneficial holder of such Mortgage Loan.

     

    (f) [Reserved].

     

    (g) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) above must be effected prior to the last
      Business Day that is within two years after the Closing Date. With respect
      to
      any Deleted Mortgage Loan for which the Seller substitutes a Qualified
      Substitute Mortgage Loan or Loans, such substitution shall be effected by the
      Seller delivering to the Custodian on behalf of the Trustee, for such Qualified
      Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
      Assignment to the Trustee, and such other documents and agreements, with all
      necessary endorsements thereon, as are required by Section 2.01 hereof, together
      with an Officers’ Certificate stating that each such Qualified Substitute
      Mortgage Loan satisfies the definition thereof and specifying the Substitution
      Adjustment (as described below), if any, in connection with such substitution;
      provided,
      however,
      that, in
      the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage
      Loan,
      the Seller shall provide such documents and take such other action with respect
      to such Qualified Substitute Mortgage Loans as are required pursuant to Section
      2.01 hereof. The Custodian on behalf of the Trustee shall acknowledge receipt
      for such Qualified Substitute Mortgage Loan or Loans and, within five Business
      Days thereafter, shall review such documents as specified in Section 2.02 hereof
      and deliver to the Servicer, with respect to such Qualified Substitute Mortgage
      Loan or Loans, a certification substantially in the form attached hereto as
      Exhibit G-2, with any exceptions noted thereon. Within 180 days of the date
      of
      substitution, the Custodian on behalf of the Trustee shall deliver to the Seller
      and the Master Servicer a certification substantially in the form of Exhibit
      G-3
      hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with
      any exceptions noted thereon. Monthly Payments due with respect to Qualified
      Substitute Mortgage Loans in the month of substitution are not part of the
      Trust
      Fund and will be retained by the Seller. For the month of substitution,
      distributions to Certificateholders will reflect the collections and recoveries
      in respect of such Deleted Mortgage Loan in the Due Period preceding the month
      of substitution and the Depositor or the Seller, as the case may be, shall
      thereafter be entitled to retain all amounts subsequently received in respect
      of
      such Deleted Mortgage Loan. The Seller shall give or cause to be given written
      notice to the Certificateholders that such substitution has taken place, shall
      amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage
      Loan from the terms of this Agreement and the substitution of the Qualified
      Substitute Mortgage Loan or Loans and shall deliver a copy of such amended
      Mortgage Loan Schedule to the Trustee, the Master Servicer and the Securities
      Administrator. Upon such substitution, such Qualified Substitute Mortgage Loan
      or Loans shall constitute part of the Trust Fund and shall be subject in all
      respects to the terms of this Agreement and, in the case of a substitution
      effected by the Seller, the Mortgage Loan Purchase Agreement, including, in
      the
      case of a substitution effected by the Seller all representations and warranties
      thereof included in the Mortgage Loan Purchase Agreement and all representations
      and warranties thereof set forth in Section 2.04 hereof, in each case as of
      the
      date of substitution.

     

    
      
        
        

      

      
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    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Seller shall determine, and
      provide written certification to the Trustee and the Seller as to, the amount
      (each, a “Substitution
      Adjustment”),
      if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
      of
      the principal balance thereof as of the date of substitution, together with
      one
      month’s interest on such principal balance at the applicable Net Loan Rate. On
      or prior to the next Determination Date after the Seller’s obligation to
      repurchase the related Deleted Mortgage Loan arises, the Seller will deliver
      or
      cause to be delivered to the Securities Administrator for deposit in the
      Distribution Account an amount equal to the related Substitution Adjustment,
      if
      any, and the Custodian on behalf of the Trustee, upon receipt of the related
      Qualified Substitute Mortgage Loan or Loans and a written certification from
      the
      Seller of its remittance of the deposit to the Distribution Account, shall
      release to the Seller the related 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 NIMS
      Insurer and the Trustee an Opinion of Counsel to the effect that such
      substitution (either specifically or as a class of transactions) will not cause
      an Adverse REMIC Event.
      If such
      Opinion of Counsel cannot be delivered, then such substitution may only be
      effected at such time as the required Opinion of Counsel can be
      given.

     

    (h) Upon
      discovery by the Seller, the Master Servicer, 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 Seller shall repurchase or, subject to the limitations
      set forth in Section 2.03(e), substitute one or more Qualified Substitute
      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 2.03(b) above, if made by the Seller. The Trustee shall
      reconvey 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.

     

    (i) Notwithstanding
      the foregoing, to the extent that any fact, condition or event with respect
      to a
      Mortgage Loan constitutes a breach of both (i) a representation or warranty
      of
      the Originator under the Purchase Agreement and (ii) a representation or
      warranty of the Seller under this Agreement, in each case, which materially
      adversely affects the value of such Mortgage Loan or the interest therein of
      the
      Certificateholders or the Certificate Insurer, the Trustee shall first request
      that the Originator cure such breach or repurchase such Mortgage Loan and if
      the
      Originator fails to cure such breach or repurchase such Mortgage Loan within
      60
      days of receipt of such request from the Trustee, the Trustee shall then request
      that the Seller cure such breach or repurchase such Mortgage Loans.

     

    
      
        
        

      

      
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    SECTION
      2.04. Representations and Warranties of the Seller with Respect to the
      Mortgage Loans.

     

    The
      Seller hereby makes the following representations and warranties to the Trustee
      on behalf of the Certificateholders and the Certificate Insurer as of the
      Closing Date with respect to the Initial Mortgage Loans and as of the applicable
      Subsequent Transfer Date with respect to any Subsequent Mortgage
      Loan:

     

    (i) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures,
      predatory and abusive lending, consumer credit protection, equal credit
      opportunity, fair housing or disclosure laws applicable to the origination
      and
      servicing of mortgage loans of a type similar to the Mortgage Loans at
      origination have been complied with;

     

    (ii) No
      Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
      Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an annual
      percentage rate (“APR”) or total points and fees that are equal to or exceeds
      the HOEPA thresholds (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
      a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
      loan, or “predatory” mortgage loan or any other comparable term, no matter how
      defined under any federal, state or local law, (c) subject to any comparable
      federal, state or local statutes or regulations, or any other statute or
      regulation providing for assignee liability to holders of such mortgage loans,
      or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are
      defined in the then current Standard & Poor’s LEVELS® Glossary Revised,
      Appendix E). In addition, no Mortgage Loan originated on or after October 1,
      2002, through March 6, 2003, is governed by the Georgia Fair Lending Act;


     

    (iii) With
      respect to each representation and warranty with respect to any Mortgage Loan
      made by the Originator in the Purchase Agreement that is made as of the related
      Closing Date (as defined in the Purchase Agreement), to the Seller’s knowledge,
      no event has occurred since the related Closing Date (as defined in the Purchase
      Agreement) that would render such representations and warranties to be untrue
      in
      any material respect as of the Closing Date; and

     

    (iv) Each
      Group 1 Mortgage Loan has an original principal balance that conforms to Freddie
      Mac guidelines in effect as of the Closing Date.

     

    With
      respect to the representations and warranties incorporated in this Section
      2.04
      that are made to the best of the Seller’s knowledge or as to which the Seller
      has no knowledge, if it is discovered by the Depositor, the Seller, the
      Certificate Insurer, the Master Servicer or the Trustee that the substance
      of
      such representation and warranty is inaccurate and such inaccuracy materially
      and adversely affects the value of the related Mortgage Loan or the interest
      therein of the Certificateholders or the Certificate Insurer then,
      notwithstanding the Seller’s lack of knowledge with respect to the substance of
      such representation and warranty being inaccurate at the time the representation
      or warranty was made, such inaccuracy shall be deemed a breach of the applicable
      representation or warranty.

     

    
      
        
        

      

      
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    It
      is
      understood and agreed that the representations and warranties incorporated
      in
      this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee
      and shall inure to the benefit of the Certificateholders and the Certificate
      Insurer notwithstanding any restrictive or qualified endorsement or assignment.
      Upon discovery by any of the Depositor, the Seller, the Certificate Insurer,
      the
      Master Servicer or the Trustee of a breach of any of the foregoing
      representations and warranties which materially and adversely affects the value
      of any Mortgage Loan or the interests therein of the Certificateholders or
      the
      Certificate Insurer, the party discovering such breach shall give prompt written
      notice to the other parties, and in no event later than two Business Days from
      the date of such discovery. It is understood and agreed that the obligations
      of
      the Seller set forth in Section 2.03(a) hereof to cure, substitute for or
      repurchase (or, with respect to any costs and damages incurred by the trust
      fund
      in connection with any violation of any anti-predatory or anti-abusive lending
      laws, indemnify for) a related Mortgage Loan pursuant to the Mortgage Loan
      Purchase Agreement constitute the sole remedies available to the
      Certificateholders, any NIMS Insurer or to the Trustee on their behalf
      respecting a breach of the representations and warranties incorporated in this
      Section 2.04.

     

    SECTION
      2.05. Representations and Warranties of the Depositor.

     

    The
      Depositor represents and warrants to the Trust Fund, any NIMS Insurer, the
      Certificate Insurer and the Trustee on behalf of the Certificateholders and
      the
      Certificate Insurer as follows:

     

    (i) this
      agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general an except as such
      enforceability may be limited by general principles of equity (whether
      considered in a proceeding at law or in equity);

     

    (ii) immediately
      prior to the sale and assignment by the Depositor to the Trustee on behalf
      of
      the Trust Fund of each Mortgage Loan, the Depositor had good and marketable
      title to each Mortgage Loan (insofar as such title was conveyed to it by the
      Seller) subject to no prior lien, claim, participation interest, mortgage,
      security interest, pledge, charge or other encumbrance or other interest of
      any
      nature;

     

    (iii) as
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Mortgage Loans to the Trustee on behalf of the Trust Fund;

     

    (iv) the
      Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
      the
      Trust Fund with any intent to hinder, delay or defraud any of its creditors;
      

     

    
      
        
        

      

      
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    (v) the
      Depositor has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of Delaware, with full corporate power and
      authority to own its assets and conduct its business as presently being
      conducted;

     

    (vi) the
      Depositor is not in violation of its certificate of incorporation or by-laws
      or
      in default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any contract, indenture, mortgage,
      loan agreement, note, lease or other instrument to which the Depositor is a
      party or by which it or its properties may be bound, which default might result
      in any material adverse changes in the financial condition, earnings, affairs
      or
      business of the Depositor or which might materially and adversely affect the
      properties or assets, taken as a whole, of the Depositor;

     

    (vii) the
      execution, delivery and performance of this Agreement by the Depositor, and
      the
      consummation of the transactions contemplated hereby, do not and will not result
      in a material breach or violation of any of the terms or provisions of, or,
      to
      the knowledge of the Depositor, constitute a default under, any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument to
      which the Depositor is a party or by which the Depositor is bound or to which
      any of the property or assets of the Depositor is subject, nor will such actions
      result in any violation of the provisions of the certificate of incorporation
      or
      by-laws of the Depositor or, to the best of the Depositor’s knowledge without
      independent investigation, any statute or any order, rule or regulation of
      any
      court or governmental agency or body having jurisdiction over the Depositor
      or
      any of its properties or assets (except for such conflicts, breaches, violations
      and defaults as would not have a material adverse effect on the ability of
      the
      Depositor to perform its obligations under this Agreement);

     

    (viii) to
      the
      best of the Depositor’s knowledge without any independent investigation, no
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body of the United States or any other
      jurisdiction is required for the issuance of the Certificates, or the
      consummation by the Depositor of the other transactions contemplated by this
      Agreement, except such consents, approvals, authorizations, registrations or
      qualifications as (a) may be required under State securities or “blue sky” laws,
      (b) have been previously obtained or (c) the failure of which to obtain would
      not have a material adverse effect on the performance by the Depositor of its
      obligations under, or the validity or enforceability of, this Agreement;
      and

     

    (ix) there
      are
      no actions, proceedings or investigations pending before or, to the Depositor’s
      knowledge, threatened by any court, administrative agency or other tribunal
      to
      which the Depositor is a party or of which any of its properties is the subject:
      (a) which if determined adversely to the Depositor would have a material adverse
      effect on the business, results of operations or financial condition of the
      Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
      (c) seeking to prevent the issuance of the Certificates or the consummation
      by
      the Depositor of any of the transactions contemplated by this Agreement, as
      the
      case may be; or (d) which might materially and adversely affect the performance
      by the Depositor of its obligations under, or the validity or enforceability
      of,
      this Agreement.

     

    
      
        
        

      

      
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    SECTION
      2.06. Issuance of Certificates.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it or to the Custodian of the Mortgage Files, subject to the provisions
      of
      Sections 2.01 and 2.02 hereof, together with the assignment to it of all
      other assets included in the Trust Fund, receipt of which is hereby
      acknowledged. Concurrently with such assignment and delivery and in exchange
      therefor, the Securities Administrator, pursuant to the written request of
      the
      Depositor executed by an officer of the Depositor, has caused to be executed,
      authenticated and delivered to or upon the order of the Depositor, the
      Certificates in authorized denominations. The interests evidenced by the
      Certificates constitute the entire beneficial ownership interest in the Trust
      Fund.

     

    SECTION
      2.07. Representations and Warranties of the Seller.

     

    The
      Seller hereby represents and warrants to the Trustee on behalf of the
      Certificateholders and the Certificate Insurer that, as of the Closing Date
      or
      as of such date specifically provided herein:

     

    (i) The
      Seller is duly organized, validly existing and in good standing and has the
      power and authority to own its assets and to transact the business in which
      it
      is currently engaged. The Seller is duly qualified to do business and is in
      good
      standing in each jurisdiction in which the character of the business transacted
      by it or properties owned or leased by it requires such qualification and in
      which the failure to so qualify would have a material adverse effect on (a)
      its
      business, properties, assets or condition (financial or other), (b) the
      performance of its obligations under this Agreement, or (c) the value or
      marketability of the Mortgage Loans.

     

    (ii) The
      Seller has the power and authority to make, execute, deliver and perform this
      Agreement and to consummate all of the transactions contemplated hereunder
      and
      has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement which is part of its official records. When
      executed and delivered, this Agreement will constitute the Seller’s legal, valid
      and binding obligations enforceable in accordance with its terms, except as
      enforcement of such terms may be limited by (1) bankruptcy, insolvency,
      reorganization, receivership, moratorium or similar laws affecting the
      enforcement of creditors’ rights generally and the rights of creditors of
      federally insured financial institutions and by the availability of equitable
      remedies, (2) general equity principles (regardless of whether such enforcement
      is considered in a proceeding in equity or at law) or (3) public policy
      considerations underlying the securities laws, to the extent that such policy
      considerations limit the enforceability of the provisions of this Agreement
      which purport to provide indemnification from securities laws
      liabilities.

     

    (iii) The
      Seller holds all necessary licenses, certificates and permits from all
      governmental authorities necessary for conducting its business as it is
      currently conducted. It is not required to obtain the consent of any other
      party
      or any consent, license, approval or authorization from, or registration or
      declaration with, any governmental authority, bureau or agency in connection
      with the execution, delivery, performance, validity or enforceability of this
      Agreement, except for such consents, licenses, approvals or authorizations,
      or
      registrations or declarations as shall have been obtained or filed, as the
      case
      may be, prior to the Closing Date.

     

    
      
        
        

      

      
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    (iv) The
      execution, delivery and performance of this Agreement by the Seller will not
      conflict with or result in a breach of, or constitute a default under, any
      provision of any existing law or regulation or any order or decree of any court
      applicable to the Seller or any of its properties or any provision of its
      articles of incorporation, charter or by-laws, or constitute a material breach
      of, or result in the creation or imposition of any lien, charge or encumbrance
      upon any of its properties pursuant to any mortgage, indenture, contract or
      other agreement to which it is a party or by which it may be bound.

     

    (v) No
      certificate of an officer, written statement or written report delivered
      pursuant to the terms hereof of the Seller contains any untrue statement of
      a
      material fact or omits to state any material fact necessary to make the
      certificate, statement or report not misleading.

     

    (vi) The
      transactions contemplated by this Agreement are in the ordinary course of the
      Seller’s business.

     

    (vii) The
      Seller is not insolvent, nor will the Seller be made insolvent by the transfer
      of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending
      insolvency of the Seller.

     

    (viii) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court, or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction, which violation would materially and
      adversely affect the Seller’s financial condition (financial or otherwise) or
      operations, or materially and adversely affect the performance of any of its
      duties hereunder.

     

    (ix) There
      are
      no actions or proceedings against the Seller, or pending or, to its knowledge,
      threatened, before any court, administrative agency or other tribunal; nor,
      to
      the Seller’s knowledge, are there any investigations (i) that, if determined
      adversely, would prohibit the Seller from entering into this Agreement, (ii)
      seeking to prevent the consummation of any of the transactions contemplated
      by
      this Agreement or (iii) that, if determined adversely, would prohibit or
      materially and adversely affect the Seller’s ability to perform any of its
      respective obligations under, or the validity or enforceability of, this
      Agreement.

     

    (x) The
      Seller did not transfer the Mortgage Loans to the Depositor with any intent
      to
      hinder, delay or defraud any of its creditors.

     

    (xi) The
      Seller acquired title to the Mortgage Loans in good faith, without notice of
      any
      adverse claims.

     

    (xii) The
      transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
      by
      the Seller to the Depositor are not subject to the bulk transfer laws or any
      similar statutory provisions in effect in any applicable
      jurisdiction.

     

    
      
        
        

      

      
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    SECTION
      2.08. Covenants of the Seller. 

     

    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor,
      the
      Certificate Insurer and the Master Servicer of the existence of any lien on
      any
      Mortgage Loan immediately upon discovery thereof, and the Seller will defend
      the
      right, title and interest of the Trustee, as assignee of the Depositor, in,
      to
      and under the Mortgage Loans, against all claims of third parties claiming
      through or under the Seller; provided,
      however,
      that
      nothing in this Section 2.08 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto.
      The
      Seller shall, within 30 days after the Closing Date, provide the Master
      Servicer, the Securities Administrator, the Trustee, the Servicer, the
      Certificate Insurer and the Depositor a complete list of each party to the
      DSLA
      Mortgage Loan Trust 2007-AR1 transaction.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS;
      CREDIT
      RISK MANAGER

     

    SECTION
      3.01. Master Servicer to Service and Administer the Mortgage
      Loans. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to service and administer their respective Mortgage Loans in accordance
      with the terms of the Servicing Agreement and shall have full power and
      authority to do any and all things which it may deem necessary or desirable
      in
      connection with such master servicing and administration. In performing its
      obligations hereunder, the Master Servicer shall act in a manner consistent
      with
      Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
      oversee and consult with the Servicer as necessary from time-to-time to carry
      out the Master Servicer’s obligations hereunder, shall receive, review and
      evaluate all reports, information and other data provided to the Master Servicer
      by the Servicer and shall cause the Servicer to perform and observe the
      covenants, obligations and conditions to be performed or observed by the
      Servicer under the Servicing Agreement. Notwithstanding anything in this
      Agreement, the Servicing Agreement or the Credit Risk Management Agreements
      to
      the contrary, the Master Servicer shall have no duty or obligation to enforce
      the Credit Risk Management Agreements or to supervise, monitor or oversee the
      activities of the Servicer under the related Credit Risk Management Agreements
      with respect to any action taken or not taken by the applicable Servicer at
      the
      direction of the Seller or pursuant to a recommendation of the Credit Risk
      Manager. The Master Servicer shall independently and separately monitor the
      Servicer’s servicing activities with respect to each related Mortgage Loan,
      reconcile the results of such monitoring with such information provided in
      the
      previous sentence on a monthly basis and coordinate corrective adjustments
      to
      the Servicer’s and Master Servicer’s records, and provide such reconciled and
      corrected information to the Securities Administrator to enable it to prepare
      the statements specified in Section 5.04 and any other information and
      statements required of the Securities Administrator hereunder.

     

    
      
        
        

      

      
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    The
      Trustee shall furnish the Servicer and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee,
      necessary or appropriate to enable the Servicer and the Master Servicer to
      service and administer the related Mortgage Loans and REO Property, which
      limited powers of attorney shall provide that the Trustee will not be liable
      for
      the actions or omissions of the Servicer or Master Servicer in exercising such
      powers. 

     

    The
      Master Servicer shall not without the Trustee’s written consent (i) initiate any
      action, suit or proceeding solely under the Trustee’s name without indicating
      the Master Servicer’s representative capacity or (ii) take any action with the
      intent to cause, and which actually does cause, the Trustee to be registered
      to
      do business in any state. The Master Servicer shall indemnify the Trustee for
      any and all costs, liabilities and expenses incurred by the Trustee in
      connection with the negligent or willful misuse of such powers of attorney
      by
      the Master Servicer.

     

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

     

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

     

    SECTION
      3.02. REMIC-Related Covenants.

     

    For
      as
      long as each REMIC created hereunder shall exist, the Trustee and the Securities
      Administrator shall act in accordance herewith to treat each such REMIC as
      a
      REMIC, and the Trustee and the Securities Administrator shall comply with any
      directions of the Depositor, the Servicer or the Master Servicer to assure
      such
      continuing treatment. In particular, the Trustee, the Securities Administrator
      and the Master Servicer shall not (a) sell or knowingly permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      or
      is otherwise permitted pursuant to this Agreement or the Servicing Agreement
      or
      the Trustee has received a REMIC Opinion prepared at the expense of the Trust
      Fund; and (b) other than with respect to a substitution pursuant to the Mortgage
      Loan Purchase Agreement or Section 2.03 or 2.04 of this Agreement or as
      otherwise provided in this Agreement or the Servicing Agreement, as applicable,
      accept any contribution to any REMIC after the Startup Day without receipt
      of a
      REMIC Opinion.

     

    
      
        
        

      

      
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    SECTION
      3.03. Monitoring of the Servicer.

     

    (a) The
      Master Servicer shall be responsible for reporting to the Trustee (on behalf
      of
      the Trust Fund) and the Depositor the compliance by the Servicer with its duties
      under the Servicing Agreement. In the review of the Servicer’s activities, the
      Master Servicer may rely upon an officer’s certificate of the Servicer with
      regard to the Servicer’s compliance with the terms of its Servicing Agreement.
      In the event that the Master Servicer, in its judgment, determines that the
      Servicer should be terminated in accordance with its Servicing Agreement, or
      that a notice should be sent pursuant to such Servicing Agreement with respect
      to the occurrence of an event that, unless cured, would constitute grounds
      for
      such termination, the Master Servicer shall notify the Depositor and the Trustee
      thereof, and with respect to the SRO Servicer, the Master Servicer shall also
      notify the Servicing Rights Owner, and the Master Servicer shall issue such
      notice or take such other action as it deems appropriate with Section 3.03(b)
      or, with respect to the SRO Servicer, Section 3.03(f) below.

     

    (b) The
      Master Servicer, for the benefit of the Trust Fund, any NIMS Insurer and the
      Certificateholders, shall (acting as agent of the Trust Fund when enforcing
      the
      Trust Fund’s rights under each Servicing Agreement) (i) enforce the obligations
      of the Servicer under the Servicing Agreement, and (ii) in the event that the
      Servicer fails to perform its obligations in accordance with the Servicing
      Agreement, subject to the preceding paragraph, terminate the rights and
      obligations of the Servicer thereunder and act as servicer of the related
      Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer
      selected by the Master Servicer which the Master Servicer shall cause the
      Trustee to acknowledge; provided,
      however,
      it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to such successor Servicer. Such enforcement, including,
      without limitation, the legal prosecution of claims, termination of Servicing
      Agreement and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense except as provided below, provided
      that the
      Master Servicer shall not be required to prosecute or defend any legal action
      except to the extent that the Master Servicer shall have received reasonable
      indemnity for its costs and expenses in pursuing such action from the Trust
      Fund.

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer related to any
      termination of the Servicer, appointment of a successor Servicer or the transfer
      and assumption of servicing by the Master Servicer or a successor Servicer
      with
      respect to the Servicing Agreement (including, without limitation, (i) all
      reasonable legal costs and expenses and all due diligence costs and expenses
      associated with an evaluation of the potential termination of the Servicer
      as a
      result of an event of default by the Servicer and (ii) all reasonable costs
      and
      expenses associated with the complete transfer of servicing, including all
      servicing files and all servicing data and the completion, correction or
      manipulation of such servicing data as may be required by the successor servicer
      to correct any errors or insufficiencies in the servicing data or otherwise
      to
      enable the successor servicer to service the Mortgage Loans in accordance with
      the Servicing Agreement) are not fully and timely reimbursed by the terminated
      Servicer, or with respect to any terminated SRO Servicer, are not fully and
      timely reimbursed by the terminated SRO Servicer (or, solely with respect to
      a
      termination of any SRO Servicer without cause, the Servicing Rights Owner),
      the
      Master Servicer shall be entitled to reimbursement of such reasonable costs
      and
      expenses from the Distribution Account.

     

    
      
        
        

      

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

     

    (e) If
      the
      Master Servicer acts as Servicer, it will not assume liability for the
      representations and warranties of the predecessor Servicer, if any, that it
      replaces or for any errors, acts or omissions of such predecessor Servicer
      occurring prior to the termination of the Servicer; provided,
      however,
      the
      Master Servicer shall not be relieved of its liability, if any, as Master
      Servicer under this Section 3.03(e).

     

    (f) Notwithstanding
      anything to the contrary herein, upon the termination of the SRO Servicer for
      any reason whatsoever, the Servicing Rights Owner, as owner of the related
      Servicing Rights, shall at all times have the right to select a successor
      Servicer acceptable to the Master Servicer, which the Master Servicer shall
      appoint, provided
      that the
      Servicer is an Acceptable Successor Servicer and that the Servicer will assume
      all of the obligations of the terminated Servicer under the Servicing Agreement.
      The Trustee shall have no duty, and shall not be required, to review the terms
      of such assumption under the Servicing Agreement.

     

    (g) It
      is
      understood and acknowledged by the parties hereto that, under the Servicing
      Agreement, the SRO Servicer has the right to resign as a SRO Servicer under
      the
      Servicing Agreement, provided
      that
      such resignation shall not become effective until (i) the Servicing Rights
      Owner
      has consented to such resignation, and (ii) a successor Servicer is appointed
      which (a) is an Acceptable Successor Servicer and (b) which has assumed all
      of
      the obligations of the terminated Servicer under the Servicing Agreement. Any
      reasonable costs and expenses of the Master Servicer incurred in connection
      with
      such termination and transfer of servicing shall be paid by the Servicing Rights
      Owner.

     

    SECTION
      3.04. Fidelity Bond.

     

    (a) 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.
      The
      Master Servicer shall provide the Trustee and any NIMS Insurer a copy of such
      policy and fidelity bond upon request.

     

    (b) The
      Master Servicer shall promptly report to the Trustee and any NIMS Insurer any
      material changes that may occur in the Master Servicer fidelity bond or the
      Master Servicer errors and omissions insurance policy and shall furnish to
      the
      Trustee and any NIMS Insurer, on request, certificates evidencing that such
      bond
      and insurance policy are in full force and effect. The Master Servicer shall
      promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
      or
      fraud, if such events involve funds relating to the Mortgage Loans. The total
      losses relating to the Mortgage Loans, regardless of whether claims are filed
      with the applicable insurer or surety, shall be disclosed in such reports
      together with the amount of such losses covered by insurance. If a bond or
      insurance claim report relating to the Mortgage Loans is filed with any of
      such
      bonding companies or insurers, the Master Servicer shall promptly furnish a
      copy
      of such report to the Trustee and any NIMS Insurer. Any amounts relating to
      the
      Mortgage Loans collected by the Master Servicer under any such bond or policy
      shall be promptly remitted by the Master Servicer to the Securities
      Administrator for deposit into the Distribution Account. Any amounts relating
      to
      the Mortgage Loans collected by the applicable Servicer under any such bond
      or
      policy shall be remitted to the Master Servicer to the extent provided in the
      Servicing Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.05. Power to Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders, the Trust Fund and
      the
      Trustee, customary consents or waivers and other instruments and documents,
      (ii)
      to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds,
      Liquidation Proceeds and Recoveries and (iv) to effectuate, in its own name,
      on
      behalf the Trust Fund, or in the name of the Trust Fund, foreclosure or other
      conversion of the ownership of the Mortgaged Property securing any Mortgage
      Loan, in each case, in accordance with the provisions of this Agreement and
      the
      Servicing Agreement, as applicable; provided,
      however,
      that
      the Master Servicer shall not (and, consistent with its responsibilities under
      Section 3.03, shall not permit the Servicer to) knowingly or intentionally
      take
      any action, or fail to take (or fail to cause to be taken) any action reasonably
      within its control and the scope of duties more specifically set forth herein,
      that, under the REMIC Provisions, if taken or not taken, as the case may be,
      would result in an Adverse REMIC Event unless the Master Servicer has received
      an Opinion of Counsel (but not at the expense of the Master Servicer) to the
      effect that the contemplated action will not result in an Adverse REMIC Event.
      The Trustee shall furnish the Master Servicer, upon written request from a
      Servicing Officer, with any limited powers of attorney empowering the Master
      Servicer or the Servicer to execute and deliver instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge, and to foreclose
      upon
      or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
      in
      any court action relating to the Mortgage Loans or the Mortgaged Property,
      in
      accordance with the Servicing Agreement and this Agreement, and the Trustee
      shall execute and deliver such other documents, as the Master Servicer may
      request, to enable the Master Servicer to master service and administer the
      Mortgage Loans and carry out its duties hereunder, in each case in accordance
      with Accepted Master Servicing Practices (and the Trustee shall have no
      liability for misuse of any such powers of attorney by the Master Servicer
      or
      the Servicer). In instituting foreclosures or similar proceedings, the Master
      Servicer shall institute such proceedings either in its own name on behalf
      of
      the Trust Fund or in the name of the Trust Fund (or cause the Servicer, pursuant
      to the Servicing Agreement, to institute such proceedings either in the name
      of
      the Servicer on behalf of the Trust, or in the name of the Trust Fund), unless
      otherwise required by law or otherwise appropriate. If the Master Servicer
      or
      the Trustee has been advised that it is likely that the laws of the state in
      which action is to be taken prohibit such action if taken in the name of the
      Trust Fund or the Trustee on its behalf or that the Trust Fund or the Trustee,
      as applicable, would be adversely affected under the “doing business” or tax
      laws of such state if such action is taken in its name, the Master Servicer
      shall join with the Trustee, on behalf of the Trust Fund, in the appointment
      of
      a co-trustee pursuant to Section 8.10 hereof. In the performance of its duties
      hereunder, the Master Servicer shall be an independent contractor and shall
      not,
      except in those instances where it is taking action in the name of the Trustee,
      be deemed to be the agent of the Trustee on behalf of the Trust
      Fund.

     

    
      
        
        

      

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

     

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

     

    SECTION
      3.07. Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will, if required under the Servicing Agreement,
      promptly furnish to the Custodian, on behalf of the Trustee, two copies of
      a
      certification substantially in the form of Exhibit F hereto signed by a
      Servicing Officer or in a mutually agreeable electronic format which will,
      in
      lieu of a signature on its face, originate from a Servicing Officer (which
      certification shall include a statement to the effect that all amounts received
      in connection with such payment that are required to be deposited in the related
      Servicing Account maintained by the applicable Servicer pursuant to Section
      4.01
      or by the applicable Servicer pursuant to its Servicing Agreement have been
      or
      will be so deposited) and shall request that the Trustee (or the Custodian,
      on
      behalf of the Trustee) deliver to the applicable Servicer the related Mortgage
      File. Upon receipt of such certification and request, the Trustee (or the
      Custodian, on behalf of the Trustee) shall promptly release the related Mortgage
      File to the applicable Servicer and the Trustee (and the Custodian) shall have
      no further responsibility with regard to such Mortgage File. Upon any such
      payment in full, the Servicer is authorized, to give, as agent for the Trustee,
      as the mortgagee under the Mortgage that secured the Mortgage Loan, an
      instrument of satisfaction (or assignment of mortgage without recourse)
      regarding the Mortgaged Property subject to the Mortgage, which instrument
      of
      satisfaction or assignment, as the case may be, shall be delivered to the Person
      or Persons entitled thereto against receipt therefor of such payment, it being
      understood and agreed that no expenses incurred in connection with such
      instrument of satisfaction or assignment, as the case may be, shall be
      chargeable to the related Servicing Account.

     

    
      
        
        

      

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

     

    SECTION
      3.08. Documents, Records and Funds in Possession of Master Servicer to be
      Held for Trust Fund.

     

    (a) The
      Master Servicer shall transmit and the Servicer (to the extent required by
      the
      Servicing Agreement) shall transmit to the Trustee (or the Custodian) such
      documents and instruments coming into the possession of the Master Servicer
      or
      the Servicer from time to time as are required by the terms hereof or, in the
      case of the Servicer, by the Servicing Agreement, to be delivered to the Trustee
      (or the Custodian). Any funds received by the Master Servicer or by the Servicer
      in respect of any Mortgage Loan or which otherwise are collected by the Master
      Servicer or by the Servicer as Liquidation Proceeds, Insurance Proceeds or
      Recoveries in respect of any Mortgage Loan shall be held for the benefit of
      the
      Trust Fund and the Certificateholders, subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing Fee,
      any
      additional compensation pursuant to Section 3.14 and any other amounts provided
      in this Agreement, and to the right of the Servicer to retain its Servicing
      Fee
      and any other amounts as provided in the Servicing Agreement. The Master
      Servicer shall, and (to the extent provided in the Servicing Agreement) shall
      cause the Servicer to, provide access to information and documentation regarding
      the Mortgage Loans to the Trustee, any NIMS Insurer, their agents and
      accountants at any time upon reasonable request and during normal business
      hours, and to Certificateholders that are savings and loan associations, banks
      or insurance companies, the Office of Thrift Supervision, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the Office of Thrift Supervision or other
      regulatory authority, such access to be afforded without charge but only upon
      reasonable request in writing and during normal business hours at the offices
      of
      the Master Servicer designated by it. In fulfilling such a request the Master
      Servicer shall not be responsible for determining the sufficiency of such
      information.

     

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

     

    
      
        
        

      

      
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    SECTION
      3.09. Standard Hazard Insurance and Flood Insurance
      Policies.

     

    (a) For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall enforce
      any obligation of the Servicer under the Servicing Agreement to maintain or
      cause to be maintained standard fire and casualty insurance and, where
      applicable, flood insurance, all in accordance with the provisions of the
      Servicing Agreement. It is understood and agreed that such insurance shall
      be
      with insurers meeting the eligibility requirements set forth in the Servicing
      Agreement and that no earthquake or other additional insurance is to be required
      of any Mortgagor or to be maintained on property acquired in respect of a
      defaulted loan, other than pursuant to such applicable laws and regulations
      as
      shall at any time be in force and as shall require such additional
      insurance.

     

    (b) Pursuant
      to Sections 4.01 and 4.02, any amounts collected by the Servicer or the Master
      Servicer under any insurance policies (other than amounts to be applied to
      the
      restoration or repair of the property subject to the related Mortgage or
      released to the Mortgagor in accordance with the Servicing Agreement) shall
      be
      deposited into the Distribution Account, subject to withdrawal pursuant to
      Sections 4.02 and 4.03. Any cost incurred by the Master Servicer or the Servicer
      in maintaining any such insurance if the Mortgagor defaults in its obligation
      to
      do so shall be added to the amount owing under the Mortgage Loan where the
      terms
      of the Mortgage Loan so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders and shall be
      recoverable by the Master Servicer or the Servicer pursuant to Sections 4.02
      and
      4.03.

     

    SECTION
      3.10. Presentment of Claims and Collection of Proceeds.

     

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

     

    
      
        
        

      

      
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    SECTION
      3.11. Maintenance of the Primary Insurance Policies.

     

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

     

    (b) The
      Master Servicer agrees to cause the Servicer (to the extent required under
      the
      Servicing Agreement) to present, on behalf of the Trustee, the Trust and the
      Certificateholders, claims to the insurer under any Primary Insurance Policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any Primary Insurance Policies respecting defaulted
      Mortgage Loans. Pursuant to Section 4.01, any amounts collected by the Servicer
      under any Primary Insurance Policies shall be remitted to the Securities
      Administrator for deposit in the Distribution Account, subject to withdrawal
      pursuant to Section 4.03.

     

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

     

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

     

    SECTION
      3.13. Realization Upon Defaulted Mortgage Loans.

     

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

     

    
      
        
        

      

      
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    SECTION
      3.14. Additional Compensation to the Master Servicer. 

     

    The
      Master Servicer shall be entitled to receive the Master Servicing Fee and,
      pursuant to Section 4.02(c), certain income and gain realized from any
      investment of funds in the Distribution Account shall be for the benefit of
      the
      Master Servicer as additional compensation. Servicing compensation in the form
      of assumption fees, if any, late payment charges, as collected, if any, or
      otherwise (but, unless otherwise specifically permitted in the Servicing
      Agreement, not including any Prepayment Penalty Amounts) shall be retained
      by
      the applicable Servicer, or the Master Servicer, and shall not be deposited
      in
      the related Servicing Account or 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. The amount of
      the
      aggregate compensation payable as set forth in this Section 3.14 plus the Master
      Servicing Fee due to the Master Servicer in respect of any Distribution Date
      shall be reduced in accordance with Section 5.06.

     

    SECTION
      3.15. REO Property.

     

    (a) In
      the
      event the Trust Fund (or the Trustee, on behalf of the Trust), acquires
      ownership of any REO Property in respect of any related Mortgage Loan, the
      deed
      or certificate of sale shall be issued to the Trust Fund, or if required under
      applicable law, to the Trustee, or to its nominee, on behalf of the Trust Fund.
      The Master Servicer shall, to the extent provided in the Servicing Agreement,
      cause the applicable Servicer to sell any REO Property as expeditiously as
      possible (and in no event later than three years after acquisition) and in
      accordance with the provisions of this Agreement and the Servicing Agreement,
      as
      applicable. Pursuant to its efforts to sell such REO Property, the Master
      Servicer shall cause the applicable Servicer to protect and conserve such REO
      Property in the manner and to the extent required by the Servicing Agreement,
      in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
      the Code.

     

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

     

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

     

    (d) To
      the
      extent provided in the Servicing Agreement, the Liquidation Proceeds from the
      final disposition of the REO Property, net of any payment to the Master Servicer
      and the applicable Servicer as provided above shall be deposited in the related
      Servicing Account on or prior to the applicable Determination Date in the month
      following receipt thereof and be remitted by wire transfer in immediately
      available funds to the Master Servicer for deposit into the Distribution Account
      on the next succeeding Servicer Remittance Date.

     

    
      
        
        

      

      
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    SECTION
      3.16. Assessments of Compliance and Attestation Reports.

     

    (a) Assessments
      of Compliance.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer, the Securities Administrator and the Trustee, in its
      capacity as Custodian, each at its own expense, shall furnish, 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 (provided
      that the
      Master Servicer shall furnish copies of each such report received by it from
      the
      Servicer to the Depositor), a report on an assessment of compliance with the
      Relevant Servicing Criteria that contains (A) a statement by such party of
      its
      responsibility for assessing compliance with the Relevant Servicing Criteria,
      (B) a statement that such party used the 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 3.19(b) and for each
      fiscal year thereafter, whether or not a Form 10-K is required to be filed,
      including, if there has been any material instance of noncompliance with the
      Relevant Servicing Criteria, a discussion of each such failure and the nature
      and status thereof, and (D) a statement that a registered public accounting
      firm
      has issued an attestation report on such party’s assessment of compliance with
      the Relevant Servicing Criteria as of and for such period. 

    


    (ii) No
      later
      than the end of each fiscal year for the Trust Fund for which a Form 10-K is
      required to be filed, the Master Servicer and the Trustee, in its capacity
      as
      Custodian, shall each forward to the Securities Administrator and the Depositor
      the name of each Servicing Function Participant engaged by it and what Relevant
      Servicing Criteria will be addressed in the report on assessment of compliance
      prepared by such Servicing Function Participant (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and Securities Administrator are
      the same Person). When the Master Servicer, the Trustee, in its capacity as
      Custodian, and the Securities Administrator (or any Servicing Function
      Participant engaged by them) submit their assessments to the Securities
      Administrator, such parties will also at such time include the assessment (and
      attestation pursuant to subsection (b) of this Section 3.16) of each Servicing
      Function Participant engaged by it.

    


    (iii) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator, the Trustee, in its capacity as
      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, taken as a whole, address all of the Servicing Criteria
      and taken individually address the Relevant Servicing Criteria for each party
      as
      set forth on Exhibit Q and on any similar exhibit set forth in each Servicing
      Agreement in respect of the Servicer and notify the Depositor of any
      exceptions.

     

    
      
        
        

      

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

    


    (v) In
      the
      event the Master Servicer, the Securities Administrator, the Trustee, in its
      capacity as Custodian, or any Servicing Function Participant engaged by such
      party is terminated, assigns its rights and obligations under or resigns
      pursuant to the terms of this Agreement, or any other applicable agreement,
      as
      the case may be, such party shall provide a report on assessment of compliance
      pursuant to this Section 3.16(a) or to such other applicable agreement with
      respect to the period of time it was subject to this Agreement or any applicable
      subservicing agreement, notwithstanding any such termination, assignment or
      resignation.

    


    (b) Attestation
      Reports.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer, the Securities Administrator and the Trustee, in its
      capacity as Custodian, each at its own expense, shall cause, and each such
      party
      shall cause any Servicing Function Participant engaged by it to cause, each
      at
      its own expense, a registered public accounting firm (which may also render
      other services to the Master Servicer and the Trustee, in its capacity as
      Custodian, the Securities Administrator, or such other Servicing Function
      Participants, as the case may be) and that is a member of the American Institute
      of Certified Public Accountants to furnish a report to the Securities
      Administrator and the Depositor, to the effect that (i) it has obtained a report
      on assessment of compliance with the Relevant Servicing Criteria 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. 

    


    (ii) Promptly
      after receipt of each such assessment of compliance and attestation report
      the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to subsection (a) of this Section 3.16 is coupled with an attestation meeting
      the requirements of this Section and notify the Depositor of any
      exceptions.

     

    
      
        
        

      

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

    


    (iv) In
      the
      event the Master Servicer, the Securities Administrator, the Trustee, in its
      capacity as Custodian, the Servicer or any Servicing Function Participant
      engaged by such party is terminated, assigns its rights and duties under or
      resigns pursuant to the terms of this Agreement, or any applicable custodial
      agreement, servicing agreement or subservicing agreement, as the case may be,
      such party shall cause a registered public accounting firm to provide an
      attestation pursuant to this Section 3.16(b) with respect to the period of
      time
      it was subject to this Agreement or any applicable subservicing agreement,
      notwithstanding any such termination, assignment or resignation.

    


    (v) The
      Trustee’s obligation in its capacity as Custodian to provide assessments of
      compliance and attestations under this Section 3.16 shall terminate upon the
      filing of a Form 15 suspension notice on behalf of the Trust Fund.
      Notwithstanding the foregoing, after the occurrence of such event, and
provided
      that the
      Depositor is not otherwise provided with such reports or copies of such reports,
      the Master Servicer and the Securities Administrator shall be obligated to
      provide a copy of such reports, by March 31 of each year, to the
      Depositor.

     

    SECTION
      3.17. Annual Compliance Statement.

     

    The
      Master Servicer and the Securities Administrator shall deliver (and the Master
      Servicer and Securities Administrator shall cause any Servicing Function
      Participant engaged by it to deliver) to the Depositor and the Securities
      Administrator on or before March 10 (with a 5 calendar day cure period) of
      each
      year, commencing in March 2007, an Officer’s Certificate stating, as to the
      signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of a Servicing
      Function Participant, has been made under such officer’s supervision and (B) to
      the best of such officer’s knowledge, based on such review, such party has
      fulfilled all its obligations under this Agreement, or such other applicable
      agreement in the case of a Servicing Function Participant, 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.

     

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

     

    In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by parties is terminated or resigns pursuant to
      the
      terms of this Agreement, or any applicable agreement in the case of a Servicing
      Function Participant, as the case may be, such party shall provide an Officer’s
      Certificate pursuant to this Section 3.17 with respect to the period of time
      it
      was subject to this Agreement or any other applicable agreement, as the case
      may
      be.

     

    
      
        
        

      

      
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    SECTION
      3.18. Enforcement of Regulation AB Deliverables.

     

    If
      the
      Servicer or any Servicing Function Participant engaged by it fails to deliver
      any certifications, assessments, attestations or statements of compliance to
      the
      Securities Administrator within the time specified in the Servicing Agreement,
      the Securities Administrator shall notify the Servicer or any such Servicing
      Function Participant in writing of such failure, with a copy of such notice
      to
      be delivered to the Seller and the Depositor. If at the end of the applicable
      cure period the applicable Servicer or any Servicing Function Participant has
      failed to deliver any of the required certifications, assessments, attestations
      or statements of compliance, the Securities Administrator shall notify the
      Seller and the Depositor of such failure to deliver the required certifications,
      assessments, attestations or statements of compliance pursuant to the Servicing
      Agreement.

     

    SECTION
      3.19. Sarbanes-Oxley Certification.

     

    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Securities Administrator
      and
      the Master Servicer shall provide, and each such party shall cause any Servicing
      Function Participant engaged by it to provide, to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 10 (with a 5 calendar day cure period) of each year in which the 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 of Exhibit M hereto 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. A senior officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust
      Fund. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by such
      party
      is terminated or resigns pursuant to the terms of this Agreement, or any
      applicable subservicing agreement, as the case may be, such party shall provide
      a Back-Up Certification to the Certifying Person pursuant to this Section 3.19
      with respect to the period of time it was subject to this Agreement or any
      applicable subservicing agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and the Securities Administrator shall not
      be
      required to deliver a Back-Up Certification to each other if both are the same
      Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to sign the Sarbanes-Oxley Certification in
      the
      event that it does not receive any Back-Up Certification required to be
      furnished to it pursuant to this section or the Servicing
      Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.20. Reports Filed with Securities and Exchange Commission.

     

    The
      Securities Administrator shall reasonably cooperate with the Depositor in
      connection with the Trust Fund’s satisfying the reporting requirements under the
      Exchange Act.

     

    (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 responsible parties set forth on Exhibit R to the Securities
      Administrator and Depositor and directed and approved by the Depositor pursuant
      to the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-D Disclosure, except as set forth in the next paragraph.

     

    (ii) As
      set
      forth on Exhibit R hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the DSLA Mortgage Loan Trust 2007-AR1 transaction
      shall
      be required to provide to the Securities Administrator, the Depositor and McKee
      Nelson LLP, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), 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 T 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 Seller 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
      in Form 10-D pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall, no later than
      10
      calendar days after the Distribution Date, forward electronically a copy of
      the
      Form 10-D to the Depositor and its counsel. Within two Business Days after
      receipt of such copy, but no later than the 12th
      calendar
      day after the Distribution Date (or the next succeeding Business Day), the
      Depositor shall notify the Securities Administrator in writing of any changes
      to
      or approval of such Form 10-D. 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 Form 10-D. A duly authorized representative of the
      Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on
      time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in subsection (d)(ii) of
      this
      Section 3.19. Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of their respective duties
      under this Section 3.19(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
      3.19(a). Neither the Master Servicer nor the Securities Administrator shall
      have
      any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-D, where such failure results from the Securities Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, and
      for
      any erroneous, inaccurate or incomplete information or certification provided
      to
      the Securities Administrator, not resulting from its own negligence, bad faith
      or willful misconduct.

     

    
      
        
        

      

      
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    (iv) Form
      10-D
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” At the date of the filing of each
      report on Form 10-D with respect to the Trust Fund, the Depositor shall be
      deemed to represent to the Securities Administrator that, as of such date,
      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 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.

     

    (b) Reports
      Filed on Form 10-K.

     

    (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust Fund in
      which a Form 10-K is required to be filed 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 a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement and the Servicing
      Agreement, (i) an annual compliance statement for the Servicer, the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties (each, with the Custodian, a “Reporting
      Servicer”)
      as
      described under Section 3.17 and in such other agreement, (ii)(A) the annual
      reports on assessment of compliance with servicing criteria for each Reporting
      Servicer, as described under Section 3.16(a), and (B) if any Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.16(a) identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.16(a) is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such report
      is not included, (iii)(A) the registered public accounting firm attestation
      report for each Reporting Servicer, as described under Section 3.16(b), and
      (B)
      if any registered public accounting firm attestation report described under
      Section 3.16(b) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.19; provided,
      however,
      that
      the Securities Administrator, at its discretion, may omit from the Form 10-K
      any
      annual compliance statement, assessment of compliance or attestation report
      that
      is not required to be filed with such Form 10-K pursuant to Regulation AB.
      Any
      disclosure or information in addition to (i) through (iv) above that is required
      to be included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported by the responsible parties set forth on Exhibit O to the Depositor
      and Securities Administrator and directed and approved by the Depositor pursuant
      to the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph.

     

    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust Fund is subject to the Exchange Act
      reporting requirements, commencing in 2008, (i) the parties to the DSLA Mortgage
      Loan Trust 2007-AR1 transaction shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form (which may be Word or Excel documents easily
      convertible to EDGAR format), 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 Seller 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
      in Form 10-K pursuant to this paragraph.

    


    (iii) After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Depositor and McKee Nelson LLP.
      Within three Business Days after receipt of such copy, but no later than March
      25th,
      the
      Depositor shall notify the Securities Administrator in writing of any changes
      to
      or approval of such Form 10-K. In the absence of receipt of any written changes
      or approval, the Securities Administrator shall be entitled to assume that
      such
      Form 10-K is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-K. A senior officer of the Master Servicer
      in charge of the master servicing function shall sign each Form 10-K. If a
      Form
      10-K cannot be filed on time or if a previously filed Form 10-K needs to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      subsection (d)(ii) of this Section 3.19. Promptly (but no later than 1 Business
      Day) after filing with the Commission, the Securities Administrator will make
      available on its internet website a final executed copy of each Form 10-K filed
      by the Securities Administrator. The parties to this Agreement acknowledge
      that
      the performance by the Master Servicer and the Securities Administrator of
      its
      duties under this Section 3.20(b) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties (and any Servicing
      Function Participant) strictly observing all applicable deadlines in the
      performance of their duties under this Section 3.20(b), Section 3.19, Section
      3.17, Section 3.16(a) and Section 3.16(b). Neither the Master Servicer nor
      the
      Securities Administrator shall have any liability for any loss, expense, damage
      or claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 10-K, where such failure results from
      the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-K, and for any erroneous, inaccurate or
      incomplete information or certification provided to the Securities Administrator
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    
      
        
        

      

      
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    (iv) 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.” At the date of the filing of each
      report on Form 10-K with respect to the Trust Fund, the Depositor shall be
      deemed to represent to the Securities Administrator that, as of such date,
      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
      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.

    


    (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 a Form 8-K, as required by the Exchange Act,
      provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included in Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the responsible parties set forth on Exhibit O to the Depositor
      and Securities Administrator and directed and approved by the Depositor pursuant
      to the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.

    


    (ii) As
      set
      forth on Exhibit R hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
      to the DSLA Mortgage Loan Trust 2007-AR1 transaction shall be required to
      provide to the Securities Administrator and the Depositor, to the extent known
      by a responsible officer thereof, in EDGAR-compatible form (which may be Word
      or
      Excel documents easily convertible to EDGAR format), 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 in the form of Exhibit
      T
      hereto, 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 Seller
      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 in Form 8-K pursuant to this paragraph. 

     

    
      
        
        

      

      
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    (iii) After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor by noon New York City
      time on the 3rd
      Business
      Day after the occurrence of a Reportable Event. Promptly, but no later than
      the
      close of business on the third Business Day after the Reportable Event, the
      Depositor shall notify the Securities Administrator in writing of any change
      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. A duly authorized
      representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be amended,
      the Securities Administrator will follow the procedures set forth in subsection
      (d)(ii) of this Section 3.19. 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 filed by the
      Securities Administrator. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of their
      respective duties under this Section 3.19(c) related to the timely preparation,
      execution and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 3.19(c). Neither the Securities Administrator nor the Master Servicer
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 8-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      8-K, not resulting from its own negligence, bad faith or willful
      misconduct.

    


    (d) Suspension
      of Reporting; Amendments; Late Filings.

     

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

     

    
      
        
        

      

      
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    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor and McKee Nelson LLP either via mail, e-mail
      or
      telephone. In the case of Form 10-D and 10-K, the parties to this Agreement
      will
      cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as
      applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
      8-K, the Securities Administrator shall, 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
      the
      Securities Administrator has actual knowledge or has received notice that any
      previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with
      any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or
      any
      Additional Form 8-K Disclosure Information or any amendment to such disclosure
      (other than for the purpose of restating any Distribution Date Statement),
      the
      Securities Administrator will electronically notify the Depositor and McKee
      Nelson LLP and such other parties to the transaction as are affected by such
      amendment and such parties will cooperate to prepare any necessary 8-K/A, 10-D/A
      or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      shall be signed by a duly authorized representative of the Master Servicer.
      Any
      Form 10-K amendment shall be signed by a senior officer of the Master Servicer
      in charge of the master servicing function. The parties to this Agreement
      acknowledge that the performance by the Master Servicer and the Securities
      Administrator of their respective duties under this Section 3.20(d) related
      to
      the timely preparation, execution and filing of Form 15, a Form 12b-25 or any
      amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, where such failure results from the Securities Administrator’s
      inability or failure to obtain or receive, on a timely basis, any information
      from any other party hereto needed to prepare, arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, and
      for
      any erroneous, inaccurate or incomplete information or certification provided
      to
      the Securities Administrator not resulting from its own negligence, bad faith
      or
      willful misconduct.

    


    (e) Not
      later
      than March 15 of each year (beginning in 2008) (or, if such day is not a
      Business Day, the immediately preceding Business Day), the Securities
      Administrator shall sign the Securities Administrator Certification (in the
      form
      attached hereto as Exhibit S) for the benefit of the Depositor and its officers,
      directors and affiliates.

     

    Any
      notice or notification required to be delivered by the Securities Administrator
      to the Depositor pursuant to this Section 3.20 may be delivered via facsimile
      to
      (203) 618-2596 or telephonically by calling (203) 422-4284, and any notice
      or notification required to be delivered by the Securities Administrator to
      McKee Nelson LLP pursuant to this Section 3.19, may be delivered via e-mail
      to
RBSGC@mckeenelson.com.

     

    
      
        
        

      

      
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    SECTION
      3.21. Additional Information.

     

    Each
      of
      the parties agrees to provide to the Securities Administrator such additional
      information related to such party as the Securities Administrator may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports, and such other
      information related to such party or its performance hereunder.

     

    SECTION
      3.22. Intention of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Section 3.16 through
      Section 3.23 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, 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.

     

    SECTION
      3.23. Indemnification. 

     

    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 3.16 or any additional disclosure pursuant to Section 3.20
      and including the Depositor, the Master Servicer, the Securities Administrator,
      the Trustee in its capacity as Custodian and any Servicing Function Participant
      engaged by such party, respectively (each, an “Item
      1122 Responsible Party”),
      shall
      indemnify and hold harmless the Securities Administrator, the Master Servicer
      and the Depositor, respectively, 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 Item 1122 Responsible Party of any of its obligations hereunder
      relating to its obligations as an Item 1122 Responsible Party, including
      particularly its obligations to provide any assessment of compliance,
      attestation report or compliance statement required under Section 3.16(a),
      3.16(b) or 3.17, respectively, or any information, data or materials required
      to
      be included in any Exchange Act report, (b) any material misstatement or
      omission in (x) any compliance certificate delivered by it, or by any Servicing
      Function Participant engaged by it, pursuant to this Agreement, (y) any
      assessment or (except in the case of the Trustee, in its capacity as a
      Custodian) attestation delivered by or on behalf of it, or by any Servicing
      Function Participant engaged by it, pursuant to this Agreement, or (z) any
      Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
      Disclosure Information concerning such party and provided by it, or (c) the
      negligence, bad faith or willful misconduct of such Item 1122 Responsible Party
      in connection with its performance hereunder relating to its obligations as
      an
      Item 1122 Responsible Party. 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 Item
      1122 Responsible Party agrees that it shall contribute to the amount paid or
      payable by the Securities Administrator, the Master Servicer and the Depositor,
      as applicable, as a result of any claims, losses, damages or liabilities
      incurred by the Securities Administrator, the Master Servicer or the Depositor
      in such proportion as is appropriate to reflect the relative fault of the
      Securities Administrator, the Master Servicer or the Depositor on the one hand
      and such Item 1122 Responsible Party on the other. This indemnification shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.24. [Reserved]

     

    SECTION
      3.25. [Reserved]

     

    SECTION
      3.26. [Reserved]

     

    SECTION
      3.27. [Reserved]

     

    SECTION
      3.28. Closing Opinion of Counsel.

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee and Greenwich Capital Markets, Inc. an
      Opinion of Counsel, dated the Closing Date, in form and substance reasonably
      satisfactory to the Depositor, Greenwich Capital Markets, Inc., and the Seller
      as to the due authorization, execution and delivery of this Agreement by the
      Master Servicer and the enforceability thereof. 

     

    SECTION
      3.29. [Reserved]

     

    SECTION
      3.30. Merger or Consolidation of the Master Servicer.

     

    (a) The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association under the laws of the jurisdiction
      of its incorporation, and will obtain and preserve its qualification to do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b) Any
      Person into which the Master Servicer may be merged or consolidated, or any
      corporation resulting from any merger 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 of the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    
      
        
        

      

      
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    SECTION
      3.31. Indemnification of the Trustee, the Master Servicer and the Securities
      Administrator.

     

    (a) In
      addition to any indemnity required pursuant to Section 3.23 hereof, the Master
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (except as otherwise provided
      herein with respect to expenses) (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to this Agreement or the
      Certificates (i) related to the Master Servicer’s failure to perform its duties
      in compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
      by
      reason of the Master Servicer’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder, provided,
      in each
      case, that with respect to any such claim or legal action (or pending or
      threatened claim or legal action), an Indemnified Person shall have given the
      Master Servicer, any NIMS Insurer and the Depositor written notice thereof
      promptly after such Indemnified Person shall have with respect to such claim
      or
      legal action knowledge thereof. The Indemnified Person’s failure to give such
      notice shall not affect the Indemnified Person’s right to indemnification
      hereunder. This indemnity shall survive the resignation or removal of the
      Trustee, the Master Servicer or the Securities Administrator and the termination
      of this Agreement.

     

    (b) The
      Trust
      Fund will indemnify any Indemnified Person for any loss, liability or expense
      of
      any Indemnified Person not otherwise indemnified by the Master Servicer as
      referred to in Subsection (a) above or Subsection (c) below.

     

    (c) In
      addition to any indemnity required pursuant to Section 3.23 hereof, the
      Securities Administrator agrees to indemnify the Indemnified Persons (other
      than
      the Securities Administrator) for, and to hold them harmless against, any loss,
      liability or expense (except as otherwise provided herein with respect to
      expenses) (including reasonable legal fees and disbursements of counsel)
      incurred on their part (i) in connection with, arising out of, or relating
      to
      the Securities Administrator’s failure to file any Exchange Act report which the
      Securities Administrator is responsible for filing in accordance with Section
      3.20, (ii) by reason of the Securities Administrator’s negligence or willful
      misconduct in the performance of such obligations pursuant to Section 3.20
      or
      (iii) by reason of the Securities Administrator’s reckless disregard of such
      obligations pursuant to Section 3.20, provided,
      in each
      case, that with respect to any such claim or legal action (or pending or
      threatened claim or legal action), an Indemnified Person shall have given the
      Securities Administrator and the NIMS Insurer written notice thereof promptly
      after such Indemnified Person shall have with respect to such claim or legal
      action knowledge thereof. The Indemnified Person’s failure to give such notice
      shall not affect the Indemnified Person’s right to indemnification hereunder.
      This indemnity shall survive the resignation or removal of the Trustee, the
      Master Servicer or the Securities Administrator and the termination of this
      Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.32. Limitations on Liability of the Master Servicer and Others;
      Indemnification of Trustee and Others.

     

    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 3.31:

     

    (a) The
      Master Servicer has undertaken to perform only such duties as are specifically
      set forth in this Agreement. Neither the Master Servicer nor any of the
      directors, officers, employees or agents of the Master Servicer shall be under
      any liability to the Indemnified Persons, the Depositor, the Trust Fund or
      the
      Certificateholders for taking any action or for refraining from taking any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided,
      however,
      that
      this provision shall not protect the Master Servicer or any such Person against
      any breach of warranties or representations made herein or any liability which
      would otherwise be imposed by reason of such Person’s willful misfeasance, bad
      faith or gross negligence in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder.

     

    (b) The
      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.

     

    (c) The
      Master Servicer, the Trustee (in its individual corporate capacity and as
      Trustee), the Custodians (including for such purpose, the Trustee acting in
      its
      capacity as Custodian) and any director, officer, employee or agent of the
      Master Servicer, the Trustee or the Custodians shall be indemnified by the
      Trust
      Fund and held harmless thereby against any loss, liability or expense (except
      as
      otherwise provided herein with respect to expenses) (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, this Agreement, the
      Certificates or the Servicing Agreement or the transactions contemplated hereby
      or thereby (except, with respect to the Master Servicer, to the extent that
      the
      Master Servicer is indemnified by the Servicer thereunder), other than (i)
      with
      respect to the Master Servicer only, any such loss, liability or expense related
      to the Master Servicer’s failure to perform its duties in compliance with this
      Agreement or (ii) with respect to the Master Servicer or Custodians only, any
      such loss, liability or expense incurred by reason of the Master Servicer’s or
      the applicable Custodian’s willful misfeasance, bad faith or gross negligence in
      the performance of its own duties hereunder or by reason of reckless disregard
      of its own obligations and duties hereunder or under a custodial
      agreement.

     

    (d) The
      Master Servicer shall not be under any obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties under this
      Agreement and that in its opinion may involve it in any expense or liability;
      provided,
      however,
      the
      Master Servicer may in its discretion, undertake any such action which it may
      deem necessary or desirable with respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Trust Fund and the
      Certificateholders hereunder. In such event, the legal expenses and costs of
      such action and any liability resulting therefrom shall be expenses, costs
      and
      liabilities of the Trust Fund, and the Master Servicer shall be entitled to
      be
      reimbursed therefor out of the Distribution Account as provided by Section
      4.03.
      Nothing in this Subsection 3.32(d) shall affect the Master Servicer’s obligation
      to supervise, or to take such actions as are necessary to enforce, the servicing
      and administration of the Mortgage Loans pursuant to Sections 3.01 and
      3.03.

     

    
      
        
        

      

      
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    (e) In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Master Servicer
      shall not be required to investigate or make recommendations concerning
      potential liabilities which the Trust Fund might incur as a result of such
      course of action by reason of the condition of the Mortgaged Properties but
      shall give notice to the Trustee if it has notice of such potential
      liabilities.

     

    (f) The
      Master Servicer shall not be liable for any acts or omissions of the Servicer,
      except as otherwise expressly provided herein.

     

    SECTION
      3.33. Master Servicer Not to Resign. 

     

    Except
      as
      provided in Section 3.35, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except upon a determination that
      any
      such duties hereunder are no longer permissible under applicable law and such
      impermissibility cannot be cured. Any such determination permitting the
      resignation of the Master Servicer shall be evidenced by an Independent Opinion
      of Counsel (delivered at the expense of the Master Servicer) to such effect
      delivered to the Trustee and any NIMS Insurer. No such resignation by the Master
      Servicer shall become effective until the Trustee or a successor to the Master
      Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall
      have
      assumed the responsibilities and obligations of the Master Servicer in
      accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency
      and any NIMS Insurer of the resignation of the Master Servicer.

     

    If,
      at
      any time, Wells Fargo Bank, N.A., as Master Servicer resigns under this Section
      3.33, or sells or assigns its rights and obligations under Section 3.31, or
      is
      removed as Master Servicer pursuant to Section 7.01, then at such time Wells
      Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as
      Securities Administrator, Administrator, Paying Agent and Certificate Registrar
      under this Agreement. No such resignation by Wells Fargo Bank, N.A. as
      Securities Administrator, Administrator, Paying Agent or Certificate Registrar
      under this Agreement shall become effective until a successor Securities
      Administrator, successor Administrator, successor Paying Agent and successor
      Certificate Registrar reasonably satisfactory to the Depositor shall have
      assumed the responsibilities and obligations of the Securities Administrator,
      Administrator, Paying Agent and Certificate Registrar in accordance with this
      Agreement. The Securities Administrator shall notify each Rating Agency of
      the
      resignation of Wells Fargo Bank, N.A. as the Securities Administrator,
      Administrator, Paying Agent and Certificate Registrar. 

     

    SECTION
      3.34. Successor Master Servicer.

     

    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such successor master servicer out of
      payments on the Mortgage Loans as the Trustee and such successor master servicer
      shall agree which in no case shall exceed the Master Servicing Fee. If the
      successor master servicer does not agree that the proposed compensation is
      fair,
      such successor master servicer shall obtain two quotations of market
      compensation from third parties actively engaged in the servicing of
      single-family mortgage loans; provided,
      however,
      that
      each Rating Agency shall confirm in writing that any appointment of a successor
      Master Servicer (other than the Trustee) will not result in a downgrade in
      the
      then current rating of any Class of Certificates.

     

    
      
        
        

      

      
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    SECTION
      3.35. Sale and Assignment of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement, with
      the
      written consent of the Depositor and any NIMS Insurer, in each case, which
      consent shall not be unreasonably withheld or delayed, and provided, further,
      that:
      (i) the purchaser or transferee accepting such assignment and delegation (a)
      shall be a Person which shall be qualified to service mortgage loans for Fannie
      Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000
      (unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
      (c) shall be reasonably satisfactory to the Depositor (as evidenced in writing
      signed by the Depositor); and (d) shall execute and deliver to the Trustee
      an
      agreement, in form and substance reasonably satisfactory to the Trustee, which
      contains an assumption by such Person of the due and punctual performance and
      observance of each covenant and condition to be performed or observed by it
      as
      master servicer under this Agreement, any custodial agreement from and after
      the
      effective date of such agreement; (ii) each Rating Agency shall be given prior
      written notice of the identity of the proposed successor to the Master Servicer
      and each Rating Agency’s ratings of the Certificates in effect immediately prior
      to such assignment, sale and delegation will not be downgraded, qualified or
      withdrawn as a result of such assignment, sale and delegation, as evidenced
      by a
      letter to such effect delivered to the Master Servicer and the Trustee; and
      (iii) the Master Servicer assigning and selling the master servicing shall
      deliver to the Trustee and the Depositor an Officer’s Certificate and an
      Independent Opinion of Counsel, (delivered at the Master Servicer’s expense)
      each stating that all conditions precedent to such action under this Agreement
      have been completed and such action is permitted by and complies with the terms
      of this Agreement. No such assignment or delegation shall affect any liability
      of the Master Servicer arising prior to the effective date thereof.

     

    SECTION
      3.36. Reporting Requirements of the Commission.

     

    To
      the
      extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K,
      15 or other Forms required by the Exchange Act and the Rules and Regulations
      of
      the Commission and the time by which such Forms are required to be filed,
      differs from the provisions of this Agreement, the Master Servicer and the
      Securities Administrator hereby agree that each shall reasonably cooperate
      to
      amend the provisions of this Agreement (in accordance with Section 12.01) in
      order to comply with such amended reporting requirements and such amendment
      of
      this Agreement. Notwithstanding the foregoing, neither the Master Servicer
      nor
      the Securities Administrator shall be obligated to enter into any amendment
      pursuant to this Section that adversely affects its obligations or immunities
      under this Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.37. Duties of the Credit Risk Manager.

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Premiums with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      pursuant to the Credit Risk Management Agreement to the Credit Risk Manager
      by
      the Servicer and/or the Master Servicer. The Credit Risk Manager shall look
      solely to the Servicer and/or the Master Servicer for all information and data
      (including loss and delinquency information and data) and loan level information
      and data relating to the servicing of the Mortgage Loans and neither the
      Securities Administrator nor the Trustee shall have any obligation to provide
      any such information to the Credit Risk Manager and shall not otherwise have
      any
      responsibility with respect to the performance of the Credit Risk
      Manager.

     

    SECTION
      3.38. Limitation Upon Liability of the Credit Risk Manager.

     

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

     

    SECTION
      3.39. Removal of Credit Risk Manager.

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by the Depositor
      at
      any time, without cause, with the consent of Certificateholders holding not
      less
      than a 66-2/3% of the Voting Rights, upon ten (10) days prior written notice.
      The Depositor shall provide such written notice to the Trustee and upon receipt
      of such notice and evidence of such Certificateholders’ consent, the Trustee
      shall provide written notice to the Credit Risk Manager of its removal,
      effective upon receipt of such notice.

     

    ARTICLE
      IV

     

    ACCOUNTS

     

    
      
        
        

      

      
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    SECTION
      4.01. Servicing Accounts.

     

    (a) The
      Master Servicer shall enforce the obligation of the Servicer to establish and
      maintain one or more custodial accounts (the “Servicing
      Accounts”)
      in
      accordance with the Servicing Agreement, with records to be kept with respect
      thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall
      be
      deposited within 48 hours (or as of such other time specified in the Servicing
      Agreement) of receipt all collections of principal and interest on any Mortgage
      Loan and with respect to any REO Property received by the Servicer, including
      Principal Prepayments, Prepayment Penalty Amounts, Insurance Proceeds,
      Liquidation Proceeds, Recoveries and advances made from the Servicer’s own funds
      (less, in the case of the Servicer, the applicable servicing compensation,
      in
      whatever form and amounts as permitted by the Servicing Agreement) and all
      other
      amounts to be deposited in each such Servicing Account. The Servicer is hereby
      authorized to make withdrawals from and deposits to the related Servicing
      Account for purposes required or permitted by this Agreement and the Servicing
      Agreement. For the purposes of this Agreement, Servicing Accounts shall also
      include such other accounts as the Servicer maintains for the escrow of certain
      payments, such as taxes and insurance, with respect to certain Mortgaged
      Properties. Each Servicing Agreement sets forth the criteria for the
      segregation, maintenance and investment of each related Servicing Account,
      the
      contents of which are acceptable to the parties hereto as of the date hereof
      and
      changes to which shall not be made unless such changes are made in accordance
      with the provisions of Section 12.01 hereof. 

     

    (b) [Reserved];

     

    (c) To
      the
      extent provided in the Servicing Agreement and subject to this Article IV,
      on or
      before the Servicer Remittance Date, the Servicer shall withdraw or shall cause
      to be withdrawn from the related Servicing Account and shall immediately remit
      or cause to be remitted to the Securities Administrator for deposit into the
      Distribution Account amounts representing the following collections and payments
      (other than with respect to principal of or interest on the Mortgage Loans
      due
      on or before the Initial Cut-off Date, or, in the case of Subsequent Mortgage
      Loans, on or before the applicable Subsequent Cut-off Date) with respect to
      each
      of the Mortgage Loans it is servicing:

     

    (i) Monthly
      Payments on the Mortgage Loans received or any related portion thereof advanced
      by the Servicer pursuant to the Servicing Agreement which were due on or before
      the related Due Date, net of the amount thereof comprising the Servicing Fees
      and Lender Paid Mortgage Insurance Fees, if any;

     

    (ii) Principal
      Prepayments in full and any Liquidation Proceeds received by the Servicer with
      respect to such Mortgage Loans in the Prepayment Period, with interest to the
      date of prepayment or liquidation, net of the amount thereof comprising the
      Servicing Fees and any Recoveries received in the Prepayment
      Period;

     

    (iii) Principal
      Prepayments in part received by the Servicer for such Mortgage Loans in the
      Prepayment Period; 

     

    (iv) Prepayment
      Penalty Amounts, if any; and

     

    
      
        
        

      

      
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    (v) any
      amount to be used as a delinquency advance or to pay any Interest Shortfalls,
      in
      each case, as required to be paid under the Servicing Agreement. 

     

    (d) Withdrawals
      may be made from a Servicing Account only to make remittances as provided in
      Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or the Servicer
      for Advances which have been recovered by subsequent collection from the related
      Mortgagor; to remove amounts deposited in error; to remove fees, charges or
      other such amounts deposited on a temporary basis; or to clear and terminate
      the
      account at the termination of this Agreement in accordance with Section 10.01,
      or as otherwise provided in the Servicing Agreement. As provided in Sections
      4.01(c) and 4.02(b), certain amounts otherwise due to the Servicer may be
      retained by them and need not be remitted to the Securities
      Administrator.

     

    SECTION
      4.02. Distribution Account. 

     

    (a) The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Trust Fund, the Certificateholders and the
      Certificate Insurer, the Distribution Account as a segregated, non-interest
      bearing trust account or accounts, each of which shall be an Eligible Account
      (the “Distribution Account”). The Distribution Account shall constitute a trust
      account of the Trust Fund segregated on the books of the Securities
      Administrator and held by the Securities Administrator in trust in its Corporate
      Trust Office, and the Distribution Account and the funds deposited therein
      shall
      not be subject to, and shall be protected from, all claims, liens, and
      encumbrances of any creditors or depositors of the Securities Administrator
      or
      the Master Servicer (whether made directly, or indirectly through a liquidator
      or receiver of the Trustee, the Securities Administrator or the Master
      Servicer). All Permitted Investments shall mature or be subject to redemption
      or
      withdrawal on or before, and shall be held until, the immediately succeeding
      Distribution Date. The Securities Administrator, Trustee or their affiliates
      are
      permitted to receive additional compensation that could be deemed to be in
      their
      economic self-interest for (i) serving as investment adviser, administrator,
      servicing agent, custodian or sub-custodian with respect to certain of the
      Permitted Investments, (ii) using affiliates to effect transactions in certain
      Permitted Investments and (iii) effecting transactions in certain Permitted
      Investments. The Master Servicer and the Securities Administrator shall,
      promptly upon receipt from the Servicer on the Servicer Remittance Date deposit
      in the Distribution Account as identified by the Master Servicer or the
      Securities Administrator and as received by the Master Servicer or the
      Securities Administrator, the following amounts:

     

    (i) any
      amounts withdrawn from a Servicing Account pursuant to Section 4.01(c) and
      the
      Servicing Agreement and remitted to the Securities Administrator; 

     

    (ii) any
      amounts required to be deposited in the Distribution Account by the Master
      Servicer with respect to the Mortgage Loans pursuant to this Agreement,
      including (a) Advances and any Compensating Interest Payments required to be
      made by the Master Servicer to the extent required but not made by the Servicer
      and (b) the amount of any Insurance Proceeds or Liquidation Proceeds received
      by
      or on behalf of the Master Servicer which were not deposited in a Servicing
      Account;

     

    (iii) any
      Insurance Proceeds, Liquidation Proceeds or Recoveries received by or on behalf
      of the Master Servicer which were not deposited in a Servicing Account;


     

    
      
        
        

      

      
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    (iv) the
      Purchase Price with respect to any Mortgage Loans purchased by the Seller or
      an
      Originator under this Agreement or the Purchase Agreement, as applicable, any
      Substitution Adjustments pursuant to Section 2.03 of this Agreement, any
      purchase price paid by any NIMS Insurer for the purchase of any Distressed
      Mortgage Loan under Section 10.03, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto purchased by the Terminator pursuant
      to
      Section 10.01;

     

    (v) any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Distribution Account; and

     

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

     

    (b) All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the Trust
      Fund, the Certificateholders and the Certificate Insurer in accordance with
      the
      terms and provisions of this Agreement. The requirements for crediting the
      Distribution Account shall be exclusive, it being understood and agreed that,
      without limiting the generality of the foregoing, payments in the nature of
      (i)
      late payment charges or assumption fees, tax service fees, statement account
      charges or payoff-charges, substitution, satisfaction, release and other like
      fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii),
      (iii), (iv), (vi), (vii), (ix) and (x) with respect to the Securities
      Administrator, need not be remitted by the Servicer to the Master Servicer
      to
      the Distribution Account. In the event that the Master Servicer shall deposit
      or
      cause to be deposited to the Distribution Account any amount not required to
      be
      credited thereto, the Securities Administrator, upon receipt of a written
      request therefor signed by a Servicing Officer of the Master Servicer, shall
      promptly transfer such amount to the Master Servicer, any provision herein
      to
      the contrary notwithstanding.

     

    (c) The
      amount at any time credited to the Distribution Account shall, if invested,
      be
      invested at the direction of the Master Servicer, in the name of the Trustee,
      or
      its nominee, for the benefit of the Certificateholders and the Certificate
      Insurer, in Permitted Investments as follows. All Permitted Investments and
      investment income with respect to the investment of funds in the Distribution
      Account shall be for the benefit of the Master Servicer. All Permitted
      Investments shall mature or be subject to redemption or withdrawal on or before,
      and shall be held until, the Business Day prior to the next succeeding
      Distribution Date (except that if such Permitted Investment is an obligation
      of
      the Master Servicer, then such Permitted Investment shall mature not later
      than
      such applicable Distribution Date). Any and all investment earnings from such
      Permitted Investments shall be paid to the Master Servicer, and the risk of
      loss
      of moneys resulting from such investments shall be borne by and be the risk
      of
      the Master Servicer. The Master Servicer shall deposit the amount of any such
      loss in the Distribution Account within two Business Days of receipt of
      notification of such loss but not later than the next succeeding Distribution
      Date.

     

    
      
        
        

      

      
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    SECTION
      4.03. Permitted Withdrawals and Transfers from the Distribution
      Account.

     

    (a) The
      Securities Administrator shall, from time to time, withdraw or transfer funds
      from the Distribution Account to the Servicer, to the Master Servicer, to the
      Trustee, to the Certificate Insurer or to itself for the following
      purposes:

     

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

     

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

     

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

     

    (iv) to
      pay
      the Master Servicer or the Servicer, as appropriate, from Liquidation Proceeds
      or Insurance Proceeds received in connection with the liquidation of any
      Mortgage Loan, the amount which it or the Servicer would have been entitled
      to
      receive under subclause (viii) of this Subsection 4.03(a) as servicing
      compensation on account of each defaulted scheduled payment on such Mortgage
      Loan if paid in a timely manner by the related Mortgagor;

     

    (v) to
      pay
      the Master Servicer or the Servicer from the Purchase Price for any Mortgage
      Loan, the amount which it or the Servicer would have been entitled to receive
      under subclause (viii) of this Subsection (a) as servicing
      compensation;

     

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

     

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

     

    
      
        
        

      

      
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    (viii) to
      pay
      the Master Servicer its monthly Master Servicing Fee and any investment income
      and other additional servicing compensation payable pursuant to Section
      3.14;

     

    (ix) to
      reimburse the Master Servicer or the Securities Administrator for any expenses
      recoverable by the Master Servicer or the Securities Administrator pursuant
      to
      Sections 3.03 and 3.32;

     

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

     

    (xi) to
      reimburse the Trustee and the Securities Administrator for expenses, costs
      and
      liabilities incurred by or reimbursable to it from funds of the Trust Fund
      pursuant to Sections 3.31, 3.32 or 8.05, and to reimburse the Trustee for any
      fees, costs and expenses incurred by or reimbursable to it pursuant to Section
      2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not otherwise reimbursed
      to
      it;

     

    (xii) to
      pay to
      the Master Servicer all investment earnings on amounts on deposit in the
      Distribution Account to what it is entitled under Section 4.02(c);

     

    (xiii) to
      reimburse the Administrator for expenses, costs and liabilities incurred by
      or
      reimbursable to it pursuant to Section 8.19;

     

    (xiv) to
      pay
      the Certificate Insurer its Aggregate Premium Amount;

     

    (xv) to
      pay
      the Credit Risk Manager the Credit Risk Manager Fee;

     

    (xvi) to
      reimburse the Administrator for expenses, costs and liabilities incurred by
      or
      reimbursable to it as a result of the performance of its duties under the Yield
      Maintenance Allocation Agreement and the Yield Maintenance Agreement pursuant
      to
      Section 8.19;

     

    (xvii) to
      remove
      amounts deposited in error; and

     

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

     

    (b) In
      addition, on or before the Business Day immediately preceding each Distribution
      Date, the Master Servicer shall deposit in the Distribution Account (or remit
      to
      the Securities Administrator for deposit therein) any Advances or Compensating
      Interest Payments, to the extent required to be made but not made by the
      Servicer and required to be made by the Master Servicer hereunder with respect
      to the Mortgage Loans.

     

    (c) The
      Securities Administrator or the Master Servicer shall keep and maintain separate
      accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
      accounting for any payments or reimbursements from the Distribution Account
      pursuant to subclauses (i) through (viii), inclusive and (xi) or with respect
      to
      any such amounts which would have been covered by such subclauses had the
      amounts not been retained by the Master Servicer without being deposited in
      the
      Distribution Account under Section 4.02(b).

     

    
      
        
        

      

      
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    (d) In
      order
      to comply with its duties under the USA PATRIOT Act of 2001, the Securities
      Administrator shall obtain and verify certain information and documentation
      from
      the other parties hereto, including, but not limited to, each such party's
      name,
      address and other identifying information.

     

    (e) On
      each
      Distribution Date, the Securities Administrator, as Paying Agent, shall withdraw
      funds on deposit in the Distribution Account to the extent of the aggregate
      Available Funds and distribute such amounts to the Holders of the Certificates
      and any other parties entitled thereto in accordance with Section
      5.01.

     

    SECTION
      4.04. [Reserved]

     

    SECTION
      4.05. Certificate Insurance Policy.

     

    (a) On
      or
      prior to the Closing Date, the Securities Administrator, on behalf of the
      Trustee in trust for the Trust Fund, shall cause to be established and
      maintained the Policy Account, into which amounts received by the Securities
      Administrator pursuant to the Certificate Insurance Policy shall be deposited
      for the benefit of the Insured Certificates. Amounts on deposit in the Policy
      Account shall not be invested and shall not be held in an interest-bearing
      account.

     

    (b) As
      soon
      as possible, and in no event later than 12:00 noon New York time on the second
      Business Day immediately preceding any Distribution Date, the Securities
      Administrator shall furnish the Certificate Insurer with a completed Notice
      in
      the form set forth as Exhibit A to the Endorsement to the Certificate Insurance
      Policy in the event that (a) the related Available Funds (other than any amounts
      in respect of Insured Amounts) are insufficient to pay the Monthly Interest
      Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls
      or Net Deferred Interest) with respect to the Holders of the Insured
      Certificates on such Distribution Date or (b) a Realized Loss is to be allocated
      to the Insured Certificates on such Distribution Date; provided,
      however,
      that if
      such Distribution Date is the Final Distribution Date, the Notice shall also
      include the aggregate outstanding Class Principal Balances on each Class of
      the
      Insured Certificates, after giving effect to all payments of principal on the
      Insured Certificates on such Final Distribution Date, other than pursuant to
      the
      Certificate Insurance Policy. The Notice shall specify the amount of Insured
      Amounts for each Insured Certificate and shall constitute a claim for an Insured
      Amount pursuant to the Certificate Insurance Policy.

     

    (c) Upon
      receipt of an Insured Amount from the Certificate Insurer on behalf of the
      Holders of the Insured Certificates, the Securities Administrator shall deposit
      such Insured Amount into the Policy Account. All such amounts on deposit in
      the
      Policy Account shall remain uninvested. On or prior to each Distribution Date,
      the Securities Administrator shall transfer amounts on deposit in the Policy
      Account to the Distribution Account and shall distribute such Insured Amounts
      to
      the Insured Certificates pursuant to Section 5.01.

     

    
      
        
        

      

      
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    The
      Securities Administrator shall include on each Distribution Date any Insured
      Amounts received by it from or on behalf of the Certificate Insurer for such
      Distribution Date (i) in the amount distributed to the Holders of the Insured
      Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have
      been
      distributed to the Class 1A-1B and Class 2A-1C regular interests and deposited
      for their benefit into the Distribution Account. If on any Distribution Date
      the
      Securities Administrator determines that the Certificate Insurer has paid more
      under the Certificate Insurance Policy than is required by the terms thereof,
      the Securities Administrator shall promptly return the excess amount to the
      Certificate Insurer.

     

    Funds
      received by the Securities Administrator as a result of any claim under the
      Certificate Insurance Policy shall be used solely for payment to the Holders
      of
      the Insured Certificates and may not be applied for any other purpose,
      including, without limitation, satisfaction of any costs, expenses or
      liabilities of the Securities Administrator or the Trust Fund. Any funds
      remaining in the Policy Account on the first Business Day after each
      Distribution Date shall be remitted promptly to the Certificate Insurer. The
      Securities Administrator shall keep complete and accurate records in respect
      of
      (i) all funds remitted to it by the Certificate Insurer and deposited into
      the
      Policy Account and (ii) the allocation of such funds to (A) payments of interest
      on and principal in respect of the Insured Certificates and (B) the amount
      of
      funds available to make distributions on the Insured Certificates. The
      Certificate Insurer shall have the right to inspect such records at reasonable
      times during normal business hours upon three Business Days’ prior written
      notice to the Securities Administrator.

     

    (d) The
      Securities Administrator shall (i) receive as attorney-in-fact of the Holders
      of
      the Insured Certificates any Insured Amount or Preference Claim delivered to
      it
      by the Certificate Insurer for payment to such Holders and (ii) distribute
      any
      such Insured Amount to such Holder as set forth in Section 5.01. Anything herein
      to the contrary notwithstanding, solely for purposes of determining the
      Certificate Insurer’s rights, as applicable, as subrogee for payments
      distributable pursuant to the Certificate Insurance Policy, Insured Amounts
      disbursed by the Securities Administrator from proceeds of the Certificate
      Insurance Policy shall not be considered payment by the Trust Fund with respect
      to the Insured Certificates, nor shall such disbursement of Insured Amounts
      discharge the obligations of the Trust Fund with respect to the amounts thereof,
      and the Certificate Insurer shall become owner of such amounts to the extent
      covered by such Insured Amounts as the deemed assignee of such Holders. The
      Securities Administrator hereby agrees on behalf of the Holders of the Insured
      Certificates (and each such Holder, by its acceptance of its Insured
      Certificate, hereby agrees) for the benefit of the Certificate Insurer that,
      to
      the extent the Certificate Insurer pays any Insured Amount or Preference Claim,
      either directly or indirectly (as by paying through the Securities
      Administrator), to the Holders of the Insured Certificates, the Certificate
      Insurer will be entitled to be subrogated to any rights of such Holder to
      receive the amounts for which such Insured Amount or Preference Claim was paid,
      to the extent of such payment, and will be entitled to receive the Certificate
      Insurer Reimbursement Amount as set forth in Section 5.01.

     

    In
      the
      event the Securities Administrator receives a certified copy of an order of
      the
      appropriate court that any scheduled payment of principal or interest on an
      Insured Certificate has been voided in whole or in part as a preference payment
      under applicable bankruptcy law, the Securities Administrator shall (i) promptly
      notify the Certificate Insurer and (ii) comply with the provisions of the
      Certificate Insurance Policy, to obtain payment by the Certificate Insurer
      of
      such voided scheduled payment. The Securities Administrator shall furnish to
      the
      Certificate Insurer its records listing the payments on the affected Insured
      Certificates, if any, that have been made by the Trustee and subsequently
      recovered from the affected Holders, and the dates on which such payments were
      made by the Securities Administrator.

     

    
      
        
        

      

      
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    (e) At
      the
      end of the Term of the Certificate Insurance Policy (as defined in the
      Certificate Insurance Policy), the Securities Administrator shall return the
      Certificate Insurance Policy to the Certificate Insurer for
      cancellation.

     

    (f) The
      Securities Administrator shall promptly notify the Certificate Insurer of either
      of the following as to which it has actual knowledge: (A) the commencement
      of
      any proceeding by or against the Depositor commenced under the United States
      bankruptcy code or any other applicable bankruptcy, insolvency, receivership,
      rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of
      any claim in connection with any Insolvency Proceeding seeking the avoidance
      as
      a preferential transfer (a “Preference Claim”) of any distribution made with
      respect to the Insured Certificates as to which it has actual knowledge. Each
      Holder of an Insured Certificate, by its purchase of such Insured Certificates,
      and the Securities Administrator each hereby agree that the Certificate Insurer
      (so long as no Certificate Insurer Default exists) may at any time during the
      continuation of any proceeding relating to a Preference Claim direct all matters
      relating to such Preference Claim, including, without limitation, (i) the
      direction of any appeal of any order relating to any Preference Claim and (ii)
      the posting of any surety, supersedes or performance bond pending any such
      appeal. In addition and without limitation of the foregoing, the Certificate
      Insurer shall be subrogated to the rights of the Securities Administrator and
      each Holder of an Insured Certificate in the conduct of any Preference Claim,
      including, without limitation, all rights of any party to an adversary
      proceeding action with respect to any court order issued in connection with
      any
      such Preference Claim.

     

    (g) With
      respect to this Section 4.05, the terms “receipt” and “received” shall mean
      actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New
      York time, on a Business Day; delivery either on a day that is not a Business
      Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the
      next succeeding Business Day. If any notice or certificate given under the
      Certificate Insurance Policy by the Securities Administrator is not in proper
      form or is not properly completed, executed or delivered, it shall be deemed
      not
      to have been “received.” The Certificate Insurer shall promptly so advise the
      Securities Administrator and the Securities Administrator may submit an amended
      notice.

     

    (h) All
      references herein to the ratings assigned to the Insured Certificates and to
      the
      interests of any Certificateholders therein shall be without regard to the
      Certificate Insurance Policy.

     

    SECTION
      4.06. Prefunding Account.

     

    On
      or
      prior to the Closing Date, the Securities Administrator shall establish and
      maintain, on behalf of the Certificateholders, the Prefunding Account. On the
      Closing Date the Depositor shall remit the Prefunded Amount to the Securities
      Administrator for deposit in the Prefunding Account. From the Prefunded Amount,
      the Group 1 Prefunded Amount and
      the
      Group 2 Prefunded Amount shall
      be
      applied to the purchase of Subsequent Mortgage Loans for Loan Group 1 and Loan
      Group 2, respectively. On each Subsequent Transfer Date, upon satisfaction
      of
      the conditions for such Subsequent Transfer Date set forth in
      Section 2.01(b), with respect to the related Subsequent Transfer Agreement,
      the Securities Administrator shall remit to the Depositor the applicable
      Aggregate Subsequent Transfer Amount as payment of the purchase price for the
      related Subsequent Mortgage Loans.

     

    
      
        
        

      

      
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    If
      any
      funds remain in the Prefunding Account at the end of the Prefunding Period, to
      the extent that they represent earnings on the amounts originally deposited
      into
      the Prefunding Account, the Securities Administrator shall distribute them
      to
      the order of the Depositor. The remaining funds shall be transferred to the
      Distribution Account to be included as part of principal distributions to the
      Certificates on the Distribution Date in the month following the end of the
      Prefunding Period.

     

    Each
      institution at which the Prefunding Account is maintained shall either hold
      such
      funds on deposit uninvested or shall invest the funds therein in Permitted
      Investments as directed in writing by the Depositor, which shall mature not
      later than the Business Day immediately preceding a Subsequent Transfer Date
      and
      shall not be sold or disposed of prior to its maturity. In the absence of
      direction, such funds shall be invested in the Wells Fargo Advantage Prime
      Investment Money Market Fund or comparable investment vehicle, or remain
      uninvested. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders. All income and gain net
      of
      any losses realized from any such balances or investment of funds on deposit
      in
      the Prefunding Account shall be for the benefit of the Depositor and shall
      be
      remitted to it monthly. The amount of any net investment losses in the
      Prefunding Account shall promptly be deposited by the Depositor in the
      Prefunding Account. The Securities Administrator in its fiduciary capacity
      shall
      not be liable for the amount of any loss incurred in respect of any investment
      or lack of investment of funds held in the Prefunding Account (other than as
      provided in this Section 4.06) and made in accordance with this
      Section 4.06.

    


    SECTION
      4.07. Capitalized Interest Account.

     

    On
      or
      prior to the Closing Date, the Securities Administrator shall establish and
      maintain, on behalf of the Certificateholders, the Capitalized Interest Account.
      The Capitalized Interest Account shall be an Eligible Account. On the Closing
      Date, the Seller shall deposit in the Capitalized Interest Account the Original
      Capitalized Interest Amount. On the Business Day preceding any Distribution
      Date
      occurring during the Prefunding Period, the Securities Administrator shall
      withdraw from the Capitalized Interest Account an amount equal to the
      Capitalized Interest Requirement (based on a monthly report provided to the
      Securities Administrator by the Master Servicer no later than such Business
      Day)
      for deposit into the Certificate Account for distribution to Certificateholders
      in accordance with Article V on such Distribution Date. Amounts on deposit
      in
      the Capitalized Interest Account shall be invested in a money market or common
      trust fund as described in paragraph (vii) of the definition of “Permitted
      Investments” set forth in Article I. All investment income and other gain on
      such investments shall be for the benefit of the Seller and shall be subject
      to
      withdrawal on order of the Seller from time to time. The amount of any losses
      incurred in respect of any such investments shall be paid by the Seller by
      a
      deposit into the Capitalized Interest Account of its own funds, immediately
      as
      realized. Amounts may be released from the Capitalized Interest Account and
      paid
      to the depositor at any time, if permitted by S&P as evidenced in a written
      confirmation from such Rating Agency. At the end of the Prefunding Period,
      all
      amounts, if any, on deposit in the Capitalized Interest Account shall be
      withdrawn by the Securities Administrator and distributed to the Seller and
      the
      Capitalized Interest Account shall be terminated.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    FLOW
      OF FUNDS

     

    SECTION
      5.01. Distributions.

     

    (a) Distributions
      From Available Funds.
      On each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), including in respect of the Credit Risk Manager
      Fee
      for such Distribution Date, the Securities Administrator, as Paying Agent,
      shall
      withdraw funds on deposit in the Distribution Account to the extent of Available
      Funds for each Loan Group for such Distribution Date and, based on the
      Distribution Date Statement, make the following disbursements and transfers
      as
      set forth below:

     

    (i) The
      Interest Remittance Amount and, solely to the extent of Deferred Interest for
      such Distribution Date, Principal Prepayments for each Loan Group for the
      related Prepayment Period, shall be distributed on each Distribution Date other
      than on the Distribution Date following the optional purchase of the Mortgage
      Loans by the Terminator pursuant to Section 10.01(a) in the following order
      of
      priority:

     

    (A) from
      the
      Interest Remittance Amount and Principal Prepayments related to the Group 1
      Mortgage Loans, in the following priority:

     

    (1) first,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date;

     

    (2) second,
      to the
      Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date, to the extent not paid pursuant to clause
      (B)(1) below;

     

    (3) third,
      concurrently, on a pro
      rata basis,
      to
      the Holders of the Class 1A-1A and Class 1A-1B Certificates, the related Monthly
      Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if
      any,
      to which such Class is entitled; and

     

    (4) fourth,
      concurrently, on a pro
      rata
      basis,
      to the Holders of the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates,
      the
      related Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
      Amount, if any, to which each such Class is entitled, to the extent not paid
      pursuant to clause (B)(3) below;

     

    
      
        
        

      

      
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    (B) from
      the
      Interest Remittance Amount and Principal Prepayments related to the Group 2
      Mortgage Loans, in the following priority:

     

    (1) first,
      to the
      Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date;

     

    (2) second,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date, to the extent not paid pursuant to clause
      (A)(1) above;

     

    (3) third,
      concurrently, on a pro
      rata
      basis,
      to the Holders of the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates,
      the
      related Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
      Amount, if any, to which each such Class is entitled; and

     

    (4) fourth,
      concurrently, on a pro
      rata
      basis,
      to the Holders of the Class 1A-1A and Class 1A-1B Certificates, the Monthly
      Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if
      any,
      to which such Class is entitled, to the extent not paid pursuant to clause
      (A)(3) above;

     

    (C) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Certificate Insurer, any Certificate Insurer Reimbursement
      Amounts due to the Certificate Insurer;

     

    (D) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-1 Certificates, the related Monthly
      Interest Distributable Amount;

     

    (E) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-2 Certificates, the related Monthly
      Interest Distributable Amount; 

     

    (F) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-3 Certificates, the related Monthly
      Interest Distributable Amount;

     

    (G) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-4 Certificates, the related Monthly
      Interest Distributable Amount;

     

    (H) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-5 Certificates, the related Monthly
      Interest Distributable Amount; 

     

    (I) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-6 Certificates, the related Monthly
      Interest Distributable Amount;

     

    
      
        
        

      

      
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    (J) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-7 Certificates, the related Monthly
      Interest Distributable Amount; 

     

    (K) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-8 Certificates, the related Monthly
      Interest Distributable Amount; 

     

    (L) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class M-9 Certificates, the related Monthly
      Interest Distributable Amount; and

     

    (M) for
      application as part of Net Monthly Excess Cashflow for such Distribution Date,
      as described under Section 5.01(a)(iv) below;

     

    (ii) On
      each
      Distribution Date (a) prior to the applicable Stepdown Date or (b) on which
      a
      Trigger Event is in effect, distributions in respect of principal to the extent
      of the Principal Distribution Amount for each Loan Group shall be distributed
      in
      the following amounts and order of priority:

     

    (A) from
      the
      Principal Distribution Amount for the related Loan Group, concurrently as
      follows:

     

    (1) from
      the
      Principal Distribution Amount related to the Group 1 Mortgage Loans, in the
      following order of priority:

     

    first,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date remaining unpaid after giving effect to the
      distributions under clauses (a)(i)(A)(1) and (a)(i)(B)(2) above;

     

    second,
      to the
      Holders of the Class 1A-1A and Class 1A-1B Certificates, pro
      rata,
      based
      on their class principal balances immediately prior to such distribution date
      until their Class Principal Balance has been reduced to zero; and

     

    third,
      for
      application pursuant to clause (B) below, any Principal Distribution Amount
      remaining.

     

    (2) from
      the
      Principal Distribution Amount related to the Group 2 Mortgage Loans, in the
      following order of priority:

     

    first,
      to the
      Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date remaining unpaid after giving effect to the
      distribution under clauses (a)(i)(A)(2) and (a)(i)(B)(1) above;

     

    
      
        
        

      

      
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    second,
      to the
      Holders of the Class 2A-1A, Class 2A-1B1 and Class 2A-1C Certificates,
pro
      rata,
      based on
      their respective Class Principal Balances immediately prior to such Distribution
      Date, until their respective Class Principal Balances have been reduced to
      zero;
      and

     

    third,
      for
      application pursuant to clause (B) below, any Principal Distribution Amount
      remaining.

     

    (B) from
      the
      Principal Distribution Amount for both Loan Groups, to the Certificate Insurer,
      any Certificate Insurer Reimbursement Amounts due to the Certificate
      Insurer;

     

    (C) from
      the
      Principal Distribution Amount for both Loan Groups

     

    (1) to
      the
      Holders of the Class M-1 Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (2) to
      the
      Holders of the Class M-2 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; 

     

    (3) to
      the
      Holders of the Class M-3 Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (4) to
      the
      Holders of the Class M-4 Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (5) to
      the
      Holders of the Class M-5 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; 

     

    (6) to
      the
      Holders of the Class M-6 Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (7) to
      the
      Holders of the Class M-7 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; 

     

    (8) to
      the
      Holders of the Class M-8 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; 

     

    (9) to
      the
      Holders of the Class M-9 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; and

     

    (10) for
      application as part of Net Monthly Excess Cashflow for such Distribution Date,
      as described under Section 5.01(a)(iv) below.

     

    
      
        
        

      

      
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    (iii) On
      each
      Distribution Date (a) on or after the applicable Stepdown Date and (b) on which
      a Trigger Event is not in effect, distributions in respect of principal to
      the
      extent of the Principal Distribution Amount for each Loan Group shall be
      distributed in the following amounts and order of priority:

     

    (A) from
      the
      Senior Principal Distribution Amount for the related Loan Group, concurrently
      as
      follows:

     

    (1) the
      Group
      1 Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date remaining unpaid after giving effect to the
      distribution under clauses (a)(i)(A)(1) and (a)(i)(B)(2) above;

     

    second,
      to the
      Holders of the Class 1A-1A and Class 1A-1B Certificates, pro
      rata,
      based
      on their class principal balances immediately prior to such distribution date,
      until their Class Principal Balance has been reduced to zero; and

     

    third,
      for
      application pursuant to clause (B) below, any Group 1 Principal Distribution
      Amount remaining undistributed for such Distribution Date.

     

    (2) the
      Group
      2 Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date remaining unpaid after giving effect to the
      distribution under clauses (a)(i)(A)(2) and (a)(i)(B)(1) above;

     

    second,
      to the
      Holders of the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates,
pro
      rata,
      based on
      their respective Class Principal Balances immediately prior to such Distribution
      Date, until their respective Class Principal Balances have been reduced to
      zero;
      and 

     

    third,
      for
      application pursuant to clause (B) below, any Group 2 Principal Distribution
      Amount remaining undistributed for such Distribution Date.

     

    (B) from
      the
      Principal Distribution Amount for both Loan Groups, to the Certificate Insurer
      any Certificate Insurer Reimbursement Amounts due to the Certificate Insurer;
      and

     

    (C) from
      the
      Principal Distribution Amount for both Loan Groups

     

    
      
        
        

      

      
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    (1) to
      the
      Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
      Amount;

     

    (2) to
      the
      Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
      Amount

     

    (3) to
      the
      Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
      Amount;

     

    (4) to
      the
      Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
      Amount;

     

    (5) to
      the
      Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
      Amount; 

     

    (6) to
      the
      Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
      Amount

     

    (7) to
      the
      Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
      Amount; 

     

    (8) to
      the
      Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
      Amount; 

     

    (9) to
      the
      Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
      Amount; and

     

    (10) for
      application as part of Net Monthly Excess Cashflow for such Distribution Date,
      as described under Section 5.01(a)(iv) below.

     

    (iv) On
      each
      Distribution Date, other than the Distribution Date following the optional
      purchase of the Mortgage Loans pursuant to Section 10.01, the Net Monthly Excess
      Cashflow shall be distributed as follows:

     

    (A) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the principal
      portion of Realized Losses previously allocated to reduce the Class Principal
      Balance of such certificates, pro
      rata,
      to each
      such Class based on the Class Principal Balance of each such Certificate prior
      to such Distribution Date as a distribution in respect of principal, but only
      to
      the extent of Recoveries for that Distribution Date:

     

    (B) as
      part
      of the Principal Distribution Amount, to pay to the Holders of the Senior
      Certificates and the Subordinate Certificates in reduction of their Class
      Principal Balances, the principal portion of Realized Losses incurred on the
      Mortgage Loans in the preceding calendar month; pro
      rata,
      to each
      such Class based on the Class Principal Balance of each such Certificate prior
      to such Distribution Date as a distribution in respect of
      principal;

     

    
      
        
        

      

      
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    (C) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, distributable to such Holders as described under Sections
      5.01(a)(ii) and (iii) above;

     

    (D) to
      the
      Holders of the Senior Certificates and the Subordinate Certificates, the amount
      of any Interest Shortfalls computed without regard to any Relief Act Reductions
      allocated thereto for such Distribution Date, on a pro
      rata
      basis
      based on Interest Shortfalls allocated thereto, to the extent not covered by
      the
      Servicing Fee on that Distribution Date; 

     

    (E) to
      the
      Holders of the Senior Certificates and the Subordinate Certificates, any
      Interest Shortfalls remaining unpaid from prior Distribution Dates together
      with
      interest thereon, on a pro
      rata
      basis
      based on unpaid Interest Shortfalls computed without regard to any Relief Act
      Reductions previously allocated thereto;

     

    (F) to
      the
      Basis Risk Reserve Fund, the Required Reserve Fund Deposit, if any, and then
      from the Basis Risk Reserve Fund to the Holders of the Senior Certificates,
      pro
      rata,
      and
      then to the Holders of the Subordinate Certificates, sequentially, in order
      of
      priority of distribution, the amount of any Basis Risk Shortfall remaining
      unpaid as of such Distribution Date;

     

    (G) to
      the
      Holders of the Senior Certificates and the Subordinate Certificates, in an
      amount equal to any Interest Shortfalls resulting from Relief Act Reductions
      for
      such Distribution Date, pro
      rata,
      based
      on the amount of Interest Shortfalls resulting from Relief Act Reductions
      allocated to each Class for such Distribution Date;

     

    (H) to
      the
      Holders of the Senior Certificates, pro
      rata,
      and
      then to the Holders of the Subordinate Certificates, sequentially, in order
      of
      priority of distribution, the principal portion of any Allocated Realized Loss
      Amounts remaining unreimbursed;

     

    (I) to
      the
      Holders of the Class C Certificates, the Class C Distributable Amount;


     

    (J) on
      the
      Distribution Date immediately following the last Distribution date on which
      Prepayment Penalty Amounts can be collected by the Servicer, to the Holders
      of
      the Class P Certificates, $100.00; and

     

    (K) to
      the
      Holders of the Class R Certificates, any Available Funds then
      remaining.

     

    (v) On
      the
      Distribution Date following the optional purchase of the Mortgage Loans pursuant
      to Section 10.01, Available Funds will be applied in the amounts and in the
      order specified above except that any Premium Proceeds will be distributable
      in
      respect of the Class C Certificates.

     

    
      
        
        

      

      
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    (vi) With
      respect to any Distribution Date and Insured Amounts, the Securities
      Administrator shall make payments pursuant to Sections 5.01(a)(i), 5.01(a)(ii)
      and 5.01(a)(iii), after application of Available Funds, with respect to the
      Insured Certificates, from the amount received by the Securities Administrator
      under the Certificate Insurance Policy for such Distribution Date pursuant
      to
      Section 4.02. Funds received by the Securities Administrator as a result of
      any
      claim under the Certificate Insurance Policy shall be applied solely to payments
      to the Insured Certificateholders and may not be applied to satisfy any other
      Classes of Certificates or costs, expenses or liabilities of the Servicer,
      the
      Securities Administrator or the Trust Fund.

     

    (b) Amounts
      to be paid to the Holders of a Class of Certificates shall be payable with
      respect to all Certificates of that Class, pro
      rata,
      based
      on the Certificate Principal Balance of each Certificate of that
      Class.

     

    (c) [Reserved]

     

    (d) Notwithstanding
      the priorities and allocations set forth in Section 5.01(a) above, if on any
      Distribution Date on which the Senior Certificates related to a Loan Group
      constitute an Undercollateralized Group, all amounts otherwise distributable
      as
      Available Funds on the Subordinate Certificates, in reverse order of priority
      (or, following the Senior Credit Support Depletion Date, such other amounts
      described in the immediately following sentence), will be distributed as
      principal to the Senior Certificates of such Undercollateralized Group in the
      same order and priority and allocation provided in Section 5.01(a), first,
      up to
      the sum of the Accrued Interest Amount and the Principal Deficiency Amount
      for
      the Undercollateralized Group (such distribution, an “Undercollateralization
      Distribution”)
      and
second,
      to pay
      to the Subordinate Certificates and the Residual Certificates in the same order
      and priority as provided in Section 5.01(a)(ii), (iii) and (iv). In the event
      that the Senior Certificates related to a Loan Group constitute an
      Undercollateralized Group on any Distribution Date following the Senior Credit
      Support Depletion Date, Undercollateralization Distributions will be made from
      any Available Funds from the Loan Group not related to an Undercollateralized
      Group remaining after all required amounts have been distributed to the related
      Class of Senior Certificates related to such other Loan Group.
      Undercollateralization Distributions will be applied first
      to pay
      accrued but unpaid interest, if any, and second
      to pay
      principal in the same priority and allocation provided in Section
      5.01(a).

     

    (e) Distributions
      on Physical Certificates.
      The
      Securities Administrator shall make distributions in respect of a Distribution
      Date to each Certificateholder of record on the related Record Date (other
      than
      as provided in Section 10.01 hereof respecting the final distribution), in
      the
      case of Certificateholders of the Physical Certificates, by check or money
      order
      mailed to such Certificateholder at the address appearing in the Certificate
      Register, or by wire transfer. Distributions among Certificateholders of a
      Class
      shall be made in proportion to the Percentage Interests evidenced by the
      Certificates of that Class held by such Certificateholders.

     

    (f) Distributions
      on Book-Entry Certificates.
      Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, which shall credit the amount of such distribution to the accounts
      of its Depository Participants in accordance with its normal procedures. Each
      Depository Participant shall be responsible for disbursing such distribution
      to
      the Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. All such credits and disbursements
      with respect to a Book-Entry Certificate are to be made by the Depository and
      the Depository Participants in accordance with the provisions of the
      Certificates. None of the Trustee, the Depositor or the Seller shall have any
      responsibility therefor.

     

    
      
        
        

      

      
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    (g) Distributions
      from Final Maturity Reserve Account.
      On the
      Final Maturity Reserve Termination Date, the Securities Administrator shall
      distribute the funds on deposit in the Final Maturity Reserve Account on such
      date in the following order of priority:

     

    (i) to
      the
      Holders of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class
      2A-1C Certificates, pro
      rata,
      after
      giving effect to principal distributions on such Distribution Date pursuant
      to
      Sections 5.01(a)(ii) or (iii) above, as applicable, in reduction of their
      respective Class Principal Balances, until the Class Principal Balance of each
      such Class has been reduced to zero;

     

    (ii) to
      the
      Certificate Insurer, any Certificate Insurer Reimbursement Amounts due to the
      Certificate Insurer in respect of principal;

     

    (iii) to
      the
      Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, sequentially, in that order,
      after giving effect to principal distributions on such Distribution Date
      pursuant to Sections 5.01(a)(ii) or (iii) above, as applicable, in reduction
      of
      their respective Class Principal Balances, until the Class Principal Balance
      of
      each such class has been reduced to zero;

     

    (iv) to
      the
      Holders of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class
      2A-1C Certificates, pro
      rata,
      any
      Interest Distributable Amounts for each such Class remaining unpaid on such
      Distribution Date, in the same priorities as set forth in Section 5.01(a)(i);
      

     

    (v) to
      the
      Certificate Insurer, any Certificate Insurer Reimbursement Amounts due to the
      Certificate Insurer in respect of any Interest Distributable
      Amount;

     

    (vi) to
      the
      Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, sequentially, in that order,
      any Interest Distributable Amounts for each such Class remaining unpaid on
      such
      Distribution Date; and

     

    (vii) to
      the
      extent of any funds remaining in the Final Maturity Reserve Account after
      payment pursuant to clauses (i) through (vi) above, to the Holders of the Class
      C Certificates.

     

    Notwithstanding
      anything to the contrary in this Section 5.02(g), all amounts distributable
      to
      the Holders of the Class 1A-1A and Class 1A-1B Certificates on account of the
      Mortgage Loans, shall be distributable first on account of the Group 1 Mortgage
      Loans.

     

    
      
        
        

      

      
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    (h) Distributions
      from Yield Maintenance Account.
      On each
      Distribution Date beginning on the Distribution Date in November
      2010 through
      and including the Distribution Date in July 2013, the Securities Administrator
      shall distribute the funds on deposit in the Yield Maintenance Account for
      such
      date after making all distributions under Section 5.01(a)(iv) above as
      follows:

     

    (i) to
      the
      Holders of the Senior Certificates, pro
      rata,
      any
      Allocated Realized Loss Amounts to the extent unpaid;

     

    (ii) to
      the
      Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, sequentially, in that order,
      any Allocated Realized Loss Amounts to the extent unpaid;

     

    (iii) to
      the
      Holders of the Senior Certificates, pro
      rata,
      any
      Basis Risk Shortfalls to the extent unpaid;

     

    (iv) to
      the
      Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, sequentially, in that order,
      any Basis Risk Shortfalls to the extent unpaid;

     

    (v) to
      the
      Holders of the Senior Certificates, pro
      rata,
      the
      related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall
      Amounts to the extent unpaid; 

     

    (vi) to
      the
      Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, sequentially, in that order,
      the related Monthly Interest Distributable Amount and any Unpaid Interest
      Shortfall Amounts to the extent unpaid; 

     

    (vii) to
      the
      Holders of the Senior Certificates and the Subordinate Certificates, any amounts
      necessary to maintain the applicable Overcollateralization Target Amount
      (provided
      that the
      amount distributable on any Distribution Date pursuant to this subsection (vii)
      cannot exceed the excess, if any, of (x) all Realized Losses for such
      Distribution Date and for all prior Distribution Dates over (y) the sum of
      all
      amounts distributed pursuant to this subsection (vii) on all prior Distribution
      Dates);

     

    (viii) if
      applicable, to the Basis Risk Cap Termination Receipts Account for application
      to the purchase of a replacement Basis Risk Cap Agreement(s) pursuant to Section
      5.09(b); and

     

    (ix) to
      the
      Class C Certificates, all amounts remaining.

     

    (i) On
      each
      Distribution Date, the Securities Administrator shall distribute the Basis
      Risk
      Cap Amount for such date as follows:

     

    (i) to
      the
      Senior Certificates, any Basis Risk Shortfalls, to the extent
      unpaid;

     

    (ii) to
      the
      Subordinate Certificates, sequentially, any Basis Risk Shortfalls, to the extent
      unpaid;

     

    
      
        
        

      

      
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    (iii) if
      applicable, to the Basis Risk Cap Termination Receipts Account for application
      to the purchase of a replacement Basis Risk Cap Agreement(s) pursuant to Section
      5.12(b); and

     

    (iv) to
      the
      Class C Certificates, all amounts remaining.

     

    (j) On
      each
      Distribution Date, the Securities Administrator, as Paying Agent, shall withdraw
      all Prepayment Penalty Amounts from funds on deposit in the Distribution Account
      and shall distribute such amounts to the Holders of the Class P
      Certificates.

     

    SECTION
      5.02. Allocation of Net Deferred Interest.

     

    For
      any
      Distribution Date, Net Deferred Interest shall be allocated to each Class of
      LIBOR Certificates in an amount equal to the excess, if any, of (i) the amount
      that would have been the Monthly Interest Distributable Amount for such Class
      if
      the Monthly Interest Distributable Amount for such Class had been computed
      at
      the Pass-Through Rate for such Class, over (ii) the actual Monthly Interest
      Distributable Amount for such Class. On each Distribution Date, any amount
      of
      Net Deferred Interest allocable to a Class of LIBOR Certificates on such
      Distribution Date shall be added as Principal to the outstanding Class Principal
      Balance of such Class of Certificates. Any Net Deferred Interest that is not
      allocable to any Class of LIBOR Certificates pursuant to the first sentence
      of
      this paragraph shall be allocated to the Class C Certificates and thereby
      increase the Overcollateralized Amount.

     

    SECTION
      5.03. Allocation of Realized Losses.

     

    (a) On
      or
      prior to each Distribution Date, the Securities Administrator shall aggregate
      the loan-level information provided by the Master Servicer with respect to
      the
      total amount of Realized Losses, if any, with respect to the Mortgage Loans
      in
      each Loan Group for the related Distribution Date and include such information
      in the Distribution Date Statement.

     

    (b) On
      each
      Distribution Date, Realized Losses that occurred during the related Prepayment
      Period shall be allocated as follows:

     

    first,
      to Net
      Monthly Excess Cashflow; 

     

    second,
      to
      the
      Overcollateralized Amount, until such amount has been reduced to zero;


     

    third,
      to
      the
      Subordinate Certificates in reverse order of their respective numerical Class
      designations (beginning with the Class of Subordinate Certificates with the
      highest numerical Class designation) until the Class Principal Balance of each
      such Class is reduced to zero; and

     

    fourth,
      

     

    (A) with
      respect to such losses related to the Group 1 Mortgage Loans, to the Class
      1A-1A
      and Class 1A-1B, sequentially, first,
      to the
      Class 1A-1B Certificates and second,
      to the
      Class 1A-1B Certificates; in that order, until the Class Principal Balance
      of
      each such Class has been reduced to zero; and

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

    (B) with
      respect to such losses related to the Group 2 Mortgage Loans, to the Class
      2A-1A, Class 2A-1B and Class 2A-1C Certificates, sequentially, first,
      to the
      Class 2A-1C Certificates, second,
      to the
      Class 2A-1B Certificates and third,
      to the
      Class 2A-1A Certificates; in that order, until the Class Principal Balance
      of
      each such Class has been reduced to zero.

     

    (c) The
      Class
      Principal Balance of first,
      the
      Class C Certificates and second,
      the
      Class of Subordinate Certificates then outstanding with the highest numerical
      Class designation shall be reduced on each Distribution Date by the amount,
      if
      any, by which the aggregate of the Class Principal Balances of all outstanding
      Classes of Certificates (after giving effect to the distribution of principal
      and the allocation of Realized Losses on such Distribution Date) exceeds the
      aggregate of the Stated Principal Balances of all the Mortgage Loans for the
      following Distribution Date.

     

    (d) Any
      Realized Loss allocated to a Class of Certificates or any reduction in the
      Class
      Principal Balance of a Class of Certificates pursuant to Section 5.03(b) or
      (c)
      shall be allocated among the Certificates of such Class, pro rata, in proportion
      to their respective Certificate Principal Balances.

     

    (e) Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Principal Balance of a Certificate pursuant to Section 5.03(b)
      or
      (c) shall be accomplished by reducing the Certificate Principal Balance thereof
      immediately following the distributions made on the related Distribution Date
      in
      accordance with the definition of “Certificate Principal Balance.”

     

    SECTION
      5.04. Statements. 

     

    (a) On
      each
      Distribution Date, the Securities Administrator shall make available to the
      Trustee, each Certificateholder, the Certificate Insurer, the Yield Maintenance
      provider, the Seller, any NIMS Insurer, the Master Servicer and each Rating
      Agency, a statement based, as applicable, on loan-level information obtained
      from the Master Servicer, the Servicer and the Basis Risk Cap Provider (the
      “Distribution
      Date Statement”)
      as to
      the distributions to be made or made, as applicable, on such Distribution Date.
      Information in the Distribution Date Statement relating to or based on amounts
      available in the Yield Maintenance Account shall be based on information
      provided by the Yield Maintenance Provider regarding any Yield Maintenance
      Distributable Amounts required to be paid by the Yield Maintenance Provider
      for
      the related Distribution Date pursuant to the Yield Maintenance Agreement.
      The
      Distribution Date Statement shall include the following information, in each
      case, with respect to such Distribution Date:

     

    (i) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to principal;

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    (ii) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to interest;

     

    (iii) [Reserved];

     

    (iv) the
      aggregate amount of Servicing Fees, Master Servicing Fees and Credit Risk
      Manager Fees for the related Due Period;

     

    (v) the
      amount of Advances for each Loan Group and the aggregate amount of Advances
      for
      the related Due Period and the amount of unreimbursed Advances;

     

    (vi) the
      Loan
      Group Balance for each Loan Group and the Net WAC for each Loan Group at the
      Close of Business at the end of the related Due Period;

     

    (vii) the
      Pool
      Balance, the Pool Collateral Balance and the Loan Group Balance for such
      Distribution Date;

     

    (viii) for
      each
      Loan Group, the aggregate Principal Balance of the MTA Indexed Mortgage Loans
      at
      the Close of Business at the end of the related Due Period;

     

    (ix) for
      each
      Loan Group, the amount of fees, expenses or indemnification amounts paid by
      the
      Trust Fund with an identification of the general purpose of such amounts and
      the
      party receiving such amounts;

     

    (x) for
      each
      Loan Group, the number, weighted average remaining term to maturity, weighted
      average life and weighted average Loan Rate of the related Mortgage Loans as
      of
      the related Due Date;

     

    (xi) for
      each
      Loan Group, the number and aggregate unpaid principal balance of the related
      Mortgage Loans, (a) 30 to 59 days Delinquent, (b) 60 to 89 days Delinquent,
      (c) 90 or more days Delinquent, (d) as to which foreclosure proceedings have
      been commenced and (e) in bankruptcy, in each case as of the close of business
      on the last day of the preceding calendar month, using the OTS
      method;

     

    (xii) for
      each
      Loan Group, the book value (if available) of any REO Property as of the Close
      of
      Business on the last Business Day of the calendar month preceding the
      Distribution Date, and, cumulatively, the total number and cumulative principal
      balance of all REO Properties in each Loan Group as of the Close of Business
      of
      the last day of the preceding Due Period;

     

    (xiii) for
      each
      Loan Group, the aggregate amount of any Principal Prepayments, net Principal
      Prepayments or other unscheduled recoveries of principal with respect to each
      Loan Group made during the related Prepayment Period;

     

    (xiv) for
      each
      Loan Group, the aggregate amount of Realized Losses incurred during the related
      Due Period for each Loan Group and the cumulative amount of Realized Losses
      and
      the amount of Realized Losses, if any, allocated to each Class of Certificates
      after giving effect to any distributions made thereon, on such Distribution
      Date;

     

    
      
        
        

      

      
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    (xv) the
      Class
      Principal Balance of each Class of Certificates and the Apportioned Principal
      Balances of the Subordinate Certificates after giving effect to any
      distributions made thereon, on such Distribution Date;

     

    (xvi) for
      each
      Loan Group, the Monthly Interest Distributable Amount and the Interest
      Distributable Amount in respect of each related Class of Certificates, for
      such
      Distribution Date and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

     

    (xvii) for
      each
      Loan Group, the aggregate amount of any Net Interest Shortfalls and the Unpaid
      Interest Shortfall Amount for such Distribution Date after giving effect to
      any
      distributions made thereon, on such Distribution Date;

     

    (xviii) for
      each
      Loan Group, the related Available Funds;

     

    (xix) for
      each
      Loan Group, the Pass-Through Rate and related Adjusted Cap Rate for each Class
      of Certificates for such Distribution Date; 

     

    (xx) for
      each
      Loan Group, the aggregate Principal Balance of Mortgage Loans purchased
      hereunder by the Seller during the related Due Period, and indicating the
      relevant section of the Mortgage Loan Purchase Agreement, or the Section of
      this
      Agreement, as applicable, requiring or allowing the purchase of each such
      Mortgage Loan;

     

    (xxi) for
      each
      Loan Group, the amount of any Principal Deficiency Amounts or Accrued Interest
      Amounts paid to an Undercollateralized Group or amounts paid pursuant to Section
      5.01(f)(i); 

     

    (xxii) current
      Recoveries allocable to each Loan Group;

     

    (xxiii) cumulative
      Recoveries allocable to each Loan Group;

     

    (xxiv) the
      amount of any Basis Risk Shortfall, if any, for each Class after giving effect
      to any distributions made thereon, on such Distribution Date;

     

    (xxv) for
      each
      Loan Group, the amount of Deferred Interest and Net Deferred Interest, if any,
      for such Loan Group;

     

    (xxvi) the
      amount of the Certificate Insurer Reimbursement Amount, if any;

     

    (xxvii) the
      Deficiency Amount, if any, to be paid by the Certificate Insurer; 

     

    (xxviii) the
      amount of Net Deferred Interest, if any, added to the Class Principal Balance
      of
      the Certificates

     

    (xxix) the
      amount of any Unpaid Interest Shortfall Amount;

     

    (xxx) the
      amount of the Group 1 Final Maturity Reserve Amount, the Group 2 Final Maturity
      Reserve Amount and the Aggregate Final Maturity Reserve Amount deposited in
      the
      Final Maturity Reserve Account, and, on the Final Maturity Reserve Termination
      Date, the amount distributed from the Final Maturity Reserve Account to each
      Class of Certificates;

     

    
      
        
        

      

      
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    (xxxi) the
      Overcollateralized Amount for that Distribution Date;

     

    (xxxii) the
      Overcollateralization Target Amount for that Distribution Date; 

     

    (xxxiii) the
      amount remitted by the Administrator to the Securities Administrator pursuant
      to
      the Yield Maintenance Allocation Agreement;

     

    (xxxiv) the
      payments, if any, made from the Yield Maintenance Account and the amount
      distributed to the LIBOR Certificates from such payments;

     

    (xxxv) the
      amount of any Class P Distributable Amount; 

     

    (xxxvi) the
      amount on deposit in the Prefunding Account in the aggregate and for each Loan
      Group (including a breakdown of amounts released during the prior calendar
      month
      in respect of Aggregate Subsequent Transfer Amounts or amounts included in
      Available Funds on the Distribution Date in the month following the end of
      the
      Prefunding Period) and the amount of funds remaining in the Capitalized Interest
      Account (after giving effect to distributions on such Distribution Date);


     

    (xxxvii) the
      amount of any payments made by the Basis Risk Cap Provider to the Basis Risk
      Cap
      Account pursuant to Section 5.12; and

     

    (xxxviii) the
      aggregate Principal Balance and number of Subsequent Mortgage Loans purchased
      in
      the Prefunding Period.

     

    The
      Securities Administrator shall make the Distribution Date Statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders, the Certificate Insurer
      and
      the other parties to this Agreement via the Securities Administrator’s internet
      website. The Securities Administrator’s internet website shall initially be
      located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (301) 815-6600. Parties that are unable
      to use the above distribution option are entitled to have a paper copy mailed
      to
      them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      reports are distributed in order to make such distribution more convenient
      and/or more accessible to the parties, and the Securities Administrator shall
      provide timely and adequate notification to all parties regarding any such
      change.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Initial
      Cut-off Date.

     

    In
      addition to the information listed above, such Distribution Date Statement
      or
      the report on Form 10-D for such Distribution Date shall also include any other
      information required by Item 1121 (§ 229.1121) of Regulation AB.

     

    
      
        
        

      

      
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    (b) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon written request, furnish to any NIMS Insurer and
      each
      Person who at any time during the calendar year was a Certificateholder of
      a
      Regular Certificate, if requested in writing by such Person or any NIMS Insurer,
      such information as is reasonably necessary to provide to such Person or any
      NIMS Insurer a statement containing the information set forth in subclauses
      (i)
      and (ii) above, aggregated for such calendar year or applicable portion thereof
      during which such Person or any NIMS Insurer was a Certificateholder and such
      other customary information which a Certificateholder reasonably requests to
      prepare its tax returns. Such obligation of the Securities Administrator shall
      be deemed to have been satisfied to the extent that substantially comparable
      information shall be prepared and furnished by the Securities Administrator
      to
      Certificateholders pursuant to any requirements of the Code as are in force
      from
      time to time.

     

    (c) On
      each
      Distribution Date, the Securities Administrator shall supply an electronic
      tape
      to Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg
      Financial Markets, Inc. on a monthly basis, and shall supply an electronic
      tape
      to Loan Performance and Intex Solutions in a format acceptable to Loan
      Performance and Intex Solutions on a monthly basis.

     

    SECTION
      5.05. Remittance Reports; Advances. 

     

    (a) No
      later
      than the 10th
      calendar
      day of each month, the Master Servicer shall deliver to the Securities
      Administrator by telecopy or electronic mail (or by such other means as the
      Master Servicer and the Securities Administrator may agree from time to time)
      the Remittance Report with respect to the related Distribution Date. No later
      than the Close of Business New York time on the fifth Business Day prior to
      the
      related Distribution Date, the Master Servicer shall deliver or cause to be
      delivered to the Securities Administrator in addition to the information
      provided on the Remittance Report, such other loan-level information reasonably
      available to it with respect to the Mortgage Loans as the Securities
      Administrator may reasonably require to perform the calculations necessary
      to
      make the distributions contemplated by Section 5.01.
      The
      Securities Administrator shall have no duty or obligation to calculate,
      recompute or verify any information in any Remittance Report or other loan
      level
      information that it receives from the Servicer.

     

    (b) If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which the Servicer was required to make an advance pursuant to the Servicing
      Agreement, exceeds the amount on deposit in the Distribution Account which
      will
      be used for an advance with respect to such Mortgage Loan, the Master Servicer
      shall, on the Business Day immediately preceding the related Distribution Date,
      deposit in the Distribution Account an amount equal to such deficiency, net
      of
      the Servicing Fee and the Master Servicing Fee, for such Mortgage Loan except
      to
      the extent the Master Servicer determines any such Advance to be Nonrecoverable
      from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage
      Loan for which such Advance was made. Subject to the foregoing, the Master
      Servicer shall continue to make such Advances through the date that the Servicer
      is required to do so under its Servicing Agreement. If the Master Servicer
      determines that an Advance is Nonrecoverable, it shall, on or prior to the
      related Distribution Date, present an Officer’s Certificate to the Securities
      Administrator, the NIMS Insurer and the Trustee (i) stating that the Master
      Servicer elects not to make a Advance in a stated amount and (ii) detailing
      the
      reason it deems the advance to be Nonrecoverable.

     

    
      
        
        

      

      
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    SECTION
      5.06. Compensating Interest Payments.

     

    The
      amount of the Master Servicing Fee 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 Interest Shortfalls relating to such Distribution Date are required to
      be
      paid but are not actually paid by the Servicer on the Servicer Remittance Date.
      Such amount shall not be treated as an Advance and shall not be reimbursable
      to
      the Master Servicer.

     

    SECTION
      5.07. Basis Risk Reserve Fund.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      its
      name, in trust for the benefit of the holders of the Class 1A-1A, Class 1A-1B,
      Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates,
      a
      Basis Risk Reserve Fund. The Basis Risk 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 Securities Administrator held pursuant to this Agreement.
      The Basis Risk Reserve Fund shall not be an asset of any REMIC established
      hereby.

     

    (b) On
      each
      Distribution Date, other than the Distribution Date following the optional
      purchase of the Mortgage Loans pursuant to Section 10.01, Net Monthly Excess
      Cashflow shall be deposited in the Basis Risk Reserve Fund to the extent of
      the
      Required Reserve Fund Deposit pursuant to Section 5.01 (a)(iv)(F).

     

    (c) On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
      and
      Class M-9 Certificates, the Securities Administrator, as Paying Agent for the
      Trustee, shall withdraw from the Basis Risk Reserve Fund, the amount of such
      Basis Risk Shortfall for distribution on such Distribution Date pursuant to
      section 5.01 (a)(iv)(F).

     

    (d) Funds
      in
      the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any
      earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit
      of
      the Class C Certificateholders. The Class C Certificates shall evidence
      ownership of the Basis Risk Reserve Fund 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 Class C Certificateholder(s)
      shall
      be liable for any losses incurred on such investments. In the absence of written
      instructions from the Class C Certificateholder as to investment of funds on
      deposit in the Basis Risk Reserve Fund, such funds shall be invested in the
      Wells Fargo Advantage Prime Investment Money Market Fund or comparable
      investment vehicle, or remain uninvested. For all Federal income tax purposes,
      amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund
      shall
      be treated as amounts distributed by the Upper-Tier REMIC to the Class C
      Certificateholders.

     

    
      
        
        

      

      
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    (e) Upon
      termination of the Trust Fund any amounts remaining in the Basis Risk Reserve
      Fund shall be distributed to the Class C Certificateholders.

     

    SECTION
      5.08. Recoveries. 

     

    (a) With
      respect to any Class of Certificates to which a Realized Loss has been allocated
      (including any such Class for which the related Class Principal Balance has
      been
      reduced to zero), to the Class Principal Balance of such Class will be increased
      by the amount of related Recoveries collected with regard to the related Loan
      Group allocated to such Class for such Distribution Date as
      follows:

     

    (i) first,
      the
      Class Principal Balance of each Class of Senior Certificates related to the
      Loan
      Group from which the Recovery was collected, will be increased, pro
      rata
      up to
      the Net Realized Losses for such Class for such Distribution Date,
      and

     

    (ii) second,
      the
      Class Principal Balance of each Class of Subordinate Certificates will be
      increased in order of seniority, up to the Net Realized Losses for each such
      Class for such Distribution Date.

     

    (b) To
      the
      extent that the Certificate Insurer has made a payment in respect of Realized
      Losses and such amount has not previously been reimbursed pursuant to Section
      5.01(a)(i)(C), 5.01(a)(ii)(B), 5.01(a)(iii)(B), 5.01(a)(iv)(D) or 5.01(g)(ii),
      the Certificate Insurer will be subrogated to the rights of the Holders of
      the
      Insured Certificates and will be entitled to the amount of any such Realized
      Losses paid by it to the Insured Certificates that remains unreimbursed prior
      to
      any Recoveries being allocated to the Holders of the Insured
      Certificates.

     

    SECTION
      5.09. The Final Maturity Reserve Trust.

     

    (a) The
      Final
      Maturity Reserve Trust is hereby established as a separate trust, the corpus
      of
      which shall be held by the Securities Administrator, in trust, for the benefit
      of the holders of the Certificates (other than the Class P and Class R
      Certificates) and the Certificate Insurer. The Securities Administrator shall
      establish an account (the “Final Maturity Reserve Account”). The Final Maturity
      Reserve Account 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 Securities
      Administrator held pursuant to this Agreement. Notwithstanding anything herein
      to the contrary, the Securities Administrator will only establish the Final
      Maturity Reserve Account if there is any Group I Final Maturity Reserve Amount
      or Group II Final Maturity Reserve Amount to be deposited therein. 

     

    (b) The
      Securities Administrator shall deposit into the Final Maturity Reserve Account
      any Final Maturity Reserve Amounts pursuant to Section 5.01(a)(1)(i)(A). The
      Securities Administrator shall distribute the funds in the Final Maturity
      Reserve Account pursuant to Section 5.01(g).

     

    
      
        
        

      

      
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    (c) Funds
      in
      the Final Maturity Reserve Account shall be invested in Permitted Investments
      at
      the written direction of the Holders of the Class C Certificates. Any earnings
      on such amounts shall be distributed pursuant to Section 5.01(g). The Class
      C
      Certificates shall evidence ownership of the Final Maturity Reserve Trust for
      federal income tax purposes and the Holder thereof shall direct the Securities
      Administrator, in writing, as to investment of amounts on deposit therein.
      The
      Class C Certificateholders shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class C
      Certificateholders as to investment of funds on deposit in the Final Maturity
      Reserve Account, such funds shall be invested in the Wells Fargo Advantage
      Prime
      Investment Money Market Fund or comparable investment vehicle, or remain
      uninvested.

     

    (d) Upon
      termination of the Final Maturity Reserve Trust, any amounts remaining in the
      Final Maturity Reserve Account shall be distributed pursuant to the priorities
      in Section 5.01(g).

     

    (e) For
      federal income tax purposes, any Certificateholder that receives a principal
      payment from the Final Maturity Reserve Trust shall be treated as selling a
      portion of its Certificate to the Class C Certificateholder and as having
      received the amount of the principal payment from the Class C Certificateholder
      as the proceeds of the sale. The portion of the Certificate that is treated
      as
      having been sold shall equal the amount of the corresponding reduction in the
      Class Principal Balance of such Certificate. Principal payments received from
      the Final Maturity Reserve Trust shall not be treated as distributions from
      any
      REMIC created hereby. All principal distributions from the Final Maturity
      Reserve Account shall be accounted for hereunder in accordance with this Section
      5.09(e).

     

    SECTION
      5.10. Yield Maintenance Agreement; Yield Maintenance Trust; Yield Maintenance
      Trust Account. 

     

    On
      or
      prior to the Closing Date, the Administrator, pursuant to the Yield Maintenance
      Allocation Agreement, shall enter into the Yield Maintenance Agreement. The
      Administrator shall perform the duties as set forth in the Yield Maintenance
      Agreement and Yield Maintenance Allocation Agreement. 

     

    Pursuant
      to the Yield Maintenance Allocation Agreement, the Administrator shall establish
      and maintain (i) the Yield Maintenance Trust into which it shall deposit the
      Yield Maintenance Agreement and (ii) the Yield Maintenance Trust Account into
      which, on the day prior to each Distribution Date, it shall deposit the Yield
      Maintenance Distributable Amount, if any, paid by the Yield Maintenance Provider
      pursuant to the Yield Maintenance Agreement.

     

    On
      each
      Distribution Date, after remitting the Yield Maintenance Payment Amount to
      the
      Securities Administrator, any amounts remaining on deposit in the Yield
      Maintenance Trust Account shall be distributed in accordance with Section
      3(a)(ii) of the Yield Maintenance Allocation Agreement.

     

    It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Yield Maintenance Trust Account be disregarded
      as an entity separate from the Holder of the Class C Certificates unless and
      until the date when either (a) there is more than one Class C Certificateholder
      or (b) any Class of Certificates in addition to the Class C Certificates is
      recharacterized as an equity interest in the Yield Maintenance Trust Account
      for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Yield Maintenance Trust Account be treated as a partnership.
      The
      Yield Maintenance Trust Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust Fund, or the payment in full of the Offered Certificates, all amounts
      remaining on deposit in the Yield Maintenance Trust Account shall be distributed
      to the Class C Certificateholders or their designees. The Yield Maintenance
      Trust Account shall not be part of the Trust Fund or of any REMIC and any
      payments to the Holders of the Offered Certificates to pay certain interest
      shortfalls will not be payments with respect to a “regular interest” in a REMIC
      within the meaning of Code Section 860(G)(a)(1).

     

    
      
        
        

      

      
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    The
      Administrator shall terminate the Yield Maintenance Agreement upon the
      occurrence of an event of default or termination event under the Yield
      Maintenance Agreement of which the Administrator has actual knowledge. In the
      event that the Yield Maintenance Agreement is canceled or otherwise terminated
      for any reason (other than the exhaustion of the interest rate protection
      provided thereby), the Administrator shall, at the direction of
      Certificateholders evidencing Voting Rights not less than 50% of the Offered
      Certificates, and to the extent a replacement contract is available (from a
      counterparty designated by the Depositor and acceptable to Certificateholders
      evidencing Voting Rights not less than 50% of the Offered Certificates), execute
      a replacement contract comparable to the Yield Maintenance Agreement providing
      interest rate protection which is equal to the then-existing protection provided
      by such Yield Maintenance Agreement as certified to the Administrator by the
      Depositor; provided,
      however,
      that
      the cost of any such replacement contract providing the same interest rate
      protection may be reduced to a level such that the cost of such replacement
      contract shall not exceed the amount of any early termination payment received
      from the Yield Maintenance Provider.

     

    Upon
      the
      earlier of the Distribution Date in January 2017 and
      the
      termination of the Trust Fund, the Yield Maintenance Agreement shall be
      terminated. 

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Administrator, and the Administrator is hereby directed, to deposit
      into the Yield Maintenance Trust Account the amounts described
      above.

     

    SECTION
      5.11. Yield Maintenance Account; Collateral Account. 

     

    The
      Securities Administrator is hereby directed to establish and maintain with
      itself, (a) a separate, segregated account titled “Wells Fargo Bank, N.A., as
      Securities Administrator, on behalf of Deutsche Bank National Trust Company,
      as
      Trustee, in trust for the registered Certificateholders of DSLA Mortgage Loan
      Trust Mortgage Loan Pass-Through Certificates, Series 2007-AR1” (the “Yield
      Maintenance Account”) for the benefit of the Offered Certificates and (b) a
      separate, segregated account titled “Collateral Account, Wells Fargo Bank, N.A.,
      as Securities Administrator, on behalf of Deutsche Bank National Trust Company,
      as Trustee, in trust for the registered Holders of DSLA Mortgage Loan Trust
      Mortgage Loan Pass-Through Certificates, Series 2007-AR1” (the “Collateral
      Account”) for the benefit of the Offered Certificates. Each of the Yield
      Maintenance Account and the Collateral Account 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 Securities Administrator held pursuant to this Agreement. Amounts on
      deposit in the Yield Maintenance Account shall not be invested and shall not
      be
      held in an interest-bearing account. In the absence of written instructions
      from
      the Yield Maintenance Provider (or its credit support provider) as to investment
      of funds on deposit in the Collateral Account, such funds shall remain
      uninvested.

     

    
      
        
        

      

      
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    On
      each
      Distribution Date, the Administrator shall remit the Yield Maintenance Payment
      Amount to the Securities Administrator for deposit into the Yield Maintenance
      Account for distribution by the Securities Administrator pursuant to the
      priorities set forth in Section 5.01(h). 

     

    If
      the
      Seller or its affiliate is the Holder of an Offered Certificate, the Seller
      or
      its affiliate shall remit to the Trustee the portion of Yield Maintenance
      Distributable Amount received by the Holder of such Certificate on any
      Distribution Date, and the Trustee shall remit such amounts to the Yield
      Maintenance Provider. For purposes of this Agreement, the Securities
      Administrator shall have no duty to confirm that each amount received by it
      from
      the Seller or its affiliate with respect to the preceding sentence is the
      correct amount.

     

    The
      Trustee shall terminate the Yield Maintenance Agreement upon the occurrence
      of
      an event of default or termination event under the Yield Maintenance Agreement
      of which a Responsible Officer of the Trustee has actual knowledge. In the
      event
      that the Yield Maintenance Agreement is terminated for any reason (other than
      the exhaustion of the interest rate protection provided thereby), the Trustee
      shall, at the direction of Certificateholders evidencing Voting Rights not
      less
      than 50% of the Offered Certificates, and to the extent a replacement contract
      is available (from a counterparty designated by the Depositor and acceptable
      to
      Certificateholders evidencing Voting Rights not less than 50% of the Offered
      Certificates), direct the Administrator to execute a replacement contract
      comparable to the such Yield Maintenance Agreement providing interest rate
      protection which is equal to the then-existing protection provided by such
      Yield
      Maintenance Agreement as certified to the Administrator by the Depositor;
provided,
      however,
      that
      the cost of any such replacement contract providing the same interest rate
      protection may be reduced to a level such that the cost of such replacement
      contract shall not exceed the amount of any early termination payment received
      from the Yield Maintenance Provider.

     

    Funds
      required to be held pursuant to the Credit Support Annex shall be deposited
      into
      the Collateral Account. Funds posted by the Yield Maintenance Provider (or
      its
      credit support provider) in the Collateral Account shall be invested in
      Permitted Investments. Any interest earnings on such amounts shall be remitted
      to the Yield Maintenance Provider pursuant to the terms of the credit support
      annex to the Yield Maintenance Agreement. The Securities Administrator shall
      not
      be liable for any losses incurred on such investments. On the same Distribution
      Date as to which a shortfall exists with respect to a Yield Maintenance Payment
      Amount owed by the Yield Maintenance Provider as a result of its failure to
      make
      payments pursuant to the Yield Maintenance Agreement, amounts necessary to
      cover
      such shortfall shall be removed from the Collateral Account, remitted to the
      Yield Maintenance Account and distributed as all or a portion of such Yield
      Maintenance Payment Amount pursuant to Section 5.01(h). Any amounts on deposit
      in the Collateral Account required to be returned to the Yield Maintenance
      Provider (or its credit support provider) as a result of (i) the termination
      of
      the Yield Maintenance Agreement, (ii) the procurement of a guarantor, (iii)
      the
      reinstatement of required ratings or (iv) otherwise pursuant to the Yield
      Maintenance Agreement, shall be released directly to the Yield Maintenance
      Provider pursuant to the terms of the credit support annex to the Yield
      Maintenance Agreement.

     

    
      
        
        

      

      
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    Upon
      the
      earlier of the Distribution Date in January 2017 and
      the
      termination of the Trust Fund, the Yield Maintenance Account shall be
      terminated. Upon the earlier of the Distribution Date in January 2017 and the
      termination of the Trust Fund, the Collateral Account shall be terminated and
      any amounts remaining in the Collateral Account shall be distributed as required
      pursuant to the terms of the Credit Support Annex. 

     

    In
      the
      event that the Yield Maintenance Provider fails to perform any of its
      obligations under the Yield Maintenance Agreement (including, without
      limitation, its obligations to make any payment or transfer collateral), or
      breaches any of its representations and warranties under the Yield Maintenance
      Agreement or in the event that an Event of Default, Termination Event, or
      Additional Termination Event occurs (as such terms are defined in the Yield
      Maintenance Agreement), the Administrator, on behalf of the Yield Maintenance
      Trust, shall (upon a Responsible Officer of the Administrator receiving notice
      or becoming aware of the occurrence thereof), no later than the next Business
      Day following such failure, breach or occurrence, notify the Yield Maintenance
      Provider and give any notice of such failure and make any demand for payment
      pursuant to the Yield Maintenance Agreement. In the event that the Yield
      Maintenance Provider’s
      obligations under the Yield Maintenance Agreement are at any time guaranteed
      by
      a third party, then to the extent that the Yield Maintenance Provider fails
      to
      make any payment or delivery required under terms of the Yield Maintenance
      Agreement, the Administrator, on behalf of the Yield Maintenance Trust, shall
      (upon a Responsible Officer of the Administrator receiving notice or becoming
      aware of the occurrence thereof), no later than the next Business Day following
      such failure, demand that such guarantor make any and all payments then required
      to be made by the applicable guarantor.

     

    SECTION
      5.12. Basis Risk Cap Agreement.

     

    (a) The
      Securities Administrator, on behalf of the Trust Fund, shall establish an
      account (the “Basis Risk Cap Account”). The Basis Risk Cap Account 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 monies, including, without
      limitation, other monies of the Securities Administrator held by the Securities
      Administrator pursuant to this Agreement. 

     

    (b) The
      Securities Administrator shall deposit into the Basis Risk Cap Account any
      amounts received from the Basis Risk Cap Provider under the Basis Risk Cap
      Agreement. 

     

    (c) Funds
      in
      the Basis Risk Cap Account shall be invested in Permitted Investments. Any
      earnings on such amounts shall be distributed on each Distribution Date pursuant
      to Section 5.01(f). The Class C Certificates shall evidence ownership of the
      Basis Risk Cap Account for federal income tax purposes and the Holder thereof
      shall direct the Securities Administrator, in writing, as to investment of
      amounts on deposit therein. GCFP shall be liable for any losses incurred on
      such
      investments. In the absence of written instructions from the Class C
      Certificateholders as to investment of funds on deposit in the Basis Risk Cap
      Account, such funds shall remain uninvested. Any amounts on deposit in the
      Basis
      Risk Cap Account in excess of the Basis Risk Cap Amount on any Distribution
      Date
      shall be held for distribution pursuant to Section 5.01(f) on the following
      Distribution Date.

     

    
      
        
        

      

      
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    (d) Upon
      termination of the Trust Fund, any amounts remaining in the Basis Risk Cap
      Account shall be distributed pursuant to the priorities set forth in Sections
      5.01(i).

     

    (e) If
      required pursuant to the terms of the Basis Risk Cap Agreement, the Securities
      Administrator shall invest any amounts on deposit in the Swap Collateral Account
      (as defined in the Basis Risk Cap Agreement) in Permitted Investments as
      directed by the Basis Risk Cap Provider. In the absence of written instructions
      from the Basis Risk Cap Provider as to investment of funds on deposit in the
      Swap Collateral Account, such funds shall remain uninvested. All interest and
      other gain from such Permitted Investments shall be deposited in the Swap
      Collateral Account and any loss resulting from such Permitted Investments shall
      be deducted from the Swap Collateral Account. The Swap Collateral Account shall
      be opened by the Securities Administrator upon receipt of the first payment
      of
      applicable collateral as set forth in the Basis Risk Cap Agreement.

     

    SECTION
      5.13. Termination Receipts. 

     

    (a) In
      the
      event of an “Early Termination Event” as defined under the Basis Risk Cap
      Agreement, (i) any Basis Risk Cap Termination Payment made by the Basis Risk
      Cap
      Provider to the Basis Risk Cap Account (“Basis Risk Cap Termination Receipts”)
      shall be deposited in a segregated non-interest bearing account which shall
      be a
      subaccount of the Basis Risk Reserve Fund and which shall be an Eligible Account
      established by the Securities Administrator (the “Basis Risk Cap Termination
      Receipts Account”) and (ii) any amounts received from a replacement Basis Risk
      Cap Provider (“Basis Risk Cap Replacement Receipts”) will be deposited in a
      segregated non-interest bearing account which shall be a subaccount of the
      Basis
      Risk Reserve Fund and which shall be an Eligible Account established by the
      Securities Administrator (the “Basis Risk Cap Replacement Receipts Account”). In
      the absence of written instructions, such funds held in the Basis Risk Cap
      Termination Receipts Account and the Basis Risk Cap Replacement Receipts Account
      shall remain uninvested.

     

    Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement Basis Risk Cap
      Agreement(s) and the Securities Administrator shall promptly, with the
      assistance and cooperation of the Depositor, use amounts on deposit in the
      Basis
      Risk Cap Termination Receipts Account, if necessary, to enter into replacement
      Basis Risk Cap Agreement(s) which shall be executed and delivered by the
      Securities Administrator on behalf of the Trust Fund upon receipt of written
      confirmation from each Rating Agency that such replacement Basis Risk Cap
      Agreement(s) will not result in the reduction or withdrawal of the rating of
      any
      outstanding Class of Certificates with respect to which it is a Rating Agency.
      

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    SECTION
      6.01. The Certificates.

     

    (a) The
      Certificates shall be substantially in the form annexed hereto as Exhibit A
      through D. Each of the Certificates shall, on original issue, be executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar upon the written order of the Depositor concurrently with the sale
      and
      assignment to the Trustee of the Trust Fund. Each Class of the Regular
      Certificates shall be initially evidenced by one or more Certificates
      representing a Percentage Interest with a minimum dollar denomination of $25,000
      and integral dollar multiples of $1 in excess thereof, in the case of the Class
      1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class
      M-2,
      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
      M-9
      Certificates; provided,
      however,
      that
      the Offered Certificates shall only be sold to initial investors in minimum
      total investment amounts of $100,000. The Class C and Class P Certificates
      shall
      be issued in minimum Percentage Interests of 5% and in integral percentage
      of
      multiples of 1% in excess thereof. The Class R Certificates are issuable only
      in
      a Percentage Interest of 100%.

     

    (b) The
      Certificates shall be executed on behalf of the Trust Fund by manual or
      facsimile signature on behalf of the Securities Administrator by a Responsible
      Officer. Certificates bearing the manual or facsimile signatures of individuals
      who were, at the time when such signatures were affixed, authorized to sign
      on
      behalf of the Trustee shall be binding, notwithstanding that such individuals
      or
      any of them have ceased to be so authorized prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificate. Each Certificate shall, on original issue, be authenticated by
      the
      Certificate Registrar upon the order of the Depositor. No Certificate shall
      be
      entitled to any benefit under this Agreement or be valid for any purpose, unless
      such Certificate shall have been manually authenticated by the Certificate
      Registrar substantially in the form provided for herein, and such authentication
      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 Certificate
      Registrar for authentication and the Certificate Registrar shall authenticate
      and deliver such Certificates as provided in this Agreement and not otherwise.
      Subject to Section 6.02(c), the Senior Certificates and the Subordinate
      Certificates shall be Book-Entry Certificates. The Residual Certificates shall
      be Physical Certificates. 

     

    (c) [Reserved]

     

    (d) The
      Class
      C and Class P Certificates shall be offered and sold either (i) to Qualified
      Institutional Buyers, and shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form with the
      applicable legends set forth in Exhibits C-1 or C-2, as applicable, or (ii)
      outside the United States in reliance on Regulation S under the Securities
      Act,
      and shall be issued initially in the form of one or more permanent global
      Certificates in definitive, fully registered form without interest coupons
      with
      the applicable legends set forth in Exhibits C-1 or C-2, as applicable, which
      shall be registered in the name Greenwich Capital Markets, Inc., duly executed
      by the Securities Administrator and authenticated by the Certificate Registrar
      as hereinafter provided. The aggregate principal amounts of the Class C and
      Class P Certificates may from time to time be increased or decreased by
      adjustments made on the records of the Certificate Registrar as hereinafter
      provided.

     

    
      
        
        

      

      
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    (e) The
      Class
      R Certificates shall be offered and sold only to Qualified Institutional Buyers,
      and shall be issued initially in the form of a single Certificate in definitive,
      fully registered form with the applicable legends set forth in Exhibit C-3
      or
      C-4, as applicable, each of which shall be registered in the name of Greenwich
      Capital Markets, Inc., duly executed by the Securities Administrator and
      authenticated by the Certificate Registrar as hereinafter provided.

     

    SECTION
      6.02. Registration of Transfer and Exchange of Certificates. 

     

    (a) The
      Certificate Registrar shall cause to be kept a Certificate Register in which,
      subject to such reasonable regulations as it may prescribe, the Certificate
      Registrar shall provide for the registration of Certificates and of transfers
      and exchanges of Certificates as herein provided. The Securities Administrator
      is hereby appointed, and the Securities Administrator hereby accepts its
      appointment as, initial Certificate Registrar on behalf of the Trustee, for
      the
      purpose of registering Certificates and transfers and exchanges of Certificates
      as herein provided.

     

    Upon
      surrender for registration of transfer of any Certificate at the Corporate
      Trust
      Office of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph, the Securities Administrator on behalf of the Trust Fund
      shall execute, and the Certificate Registrar shall authenticate and deliver,
      in
      the name of the designated transferee or transferees, one or more new
      Certificates of the same aggregate Percentage Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Securities Administrator shall execute on behalf of the Trust Fund, and the
      Certificate Registrar shall authenticate and deliver the Certificates which
      the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for registration of transfer or exchange shall (if
      so
      required by the Certificate Registrar) be duly endorsed by, or be accompanied
      by
      a written instrument of transfer satisfactory to the Certificate Registrar
      duly
      executed by, the Holder thereof or his attorney duly authorized in
      writing.

     

    (b) Except
      as
      provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at
      all
      times remain registered in the name of the Depository or its nominee and at
      all
      times: (i) registration of such Certificates may not be transferred by the
      Securities Administrator or the Certificate Registrar except to another
      Depository; (ii) the Depository shall maintain book-entry records with respect
      to the Certificate Owners and with respect to ownership and transfers of such
      Certificates; (iii) ownership and transfers of registration of such Certificates
      on the books of the Depository shall be governed by applicable rules established
      by the Depository; (iv) the Depository may collect its usual and customary
      fees,
      charges and expenses from its Depository Participants; (v) the Certificate
      Registrar, any NIMS Insurer, the Paying Agent and the Trustee shall for all
      purposes deal with the Depository as representative of the Certificate Owners
      of
      such Certificates for purposes of exercising the rights of Holders under this
      Agreement, and requests and directions for and votes of such representative
      shall not be deemed to be inconsistent if they are made with respect to
      different Certificate Owners; (vi) the Trustee, the Paying Agent and the
      Certificate Registrar may rely and shall be fully protected in relying upon
      information furnished by the Depository with respect to its Depository
      Participants and furnished by the Depository Participants with respect to
      indirect participating firms and Persons shown on the books of such indirect
      participating firms as direct or indirect Certificate Owners; and (vii) the
      direct participants of the Depository shall have no rights under this Agreement
      under or with respect to any of the Certificates held on their behalf by the
      Depository, and the Depository may be treated by the Trustee, the Paying Agent,
      the Certificate Registrar and their respective agents, employees, officers
      and
      directors as the absolute owner of the Certificates for all purposes
      whatsoever.

     

    
      
        
        

      

      
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    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute one or more Letter of Representations with the Depository or take such
      other action as may be necessary or desirable to register a Book-Entry
      Certificate to the Depository. In the event of any conflict between the terms
      of
      any such Letter of Representation and this Agreement, the terms of this
      Agreement shall control.

     

    (c) If
      (x)
      the Depository or the Depositor advises the Certificate Registrar in writing
      that the Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Certificate Registrar or the
      Depositor is unable to locate a qualified successor, upon surrender to the
      Certificate Registrar of the Book-Entry Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Securities Administrator shall at the Seller’s expense execute on behalf of
      the Trust Fund and authenticate definitive, fully registered certificates (the
      “Definitive
      Certificates”).
      Neither the Depositor nor the Certificate Registrar 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, the Trustee shall notify any NIMS Insurer of the availability
      of
      Definitive Certificates and the Trustee, the Certificate Registrar, the Paying
      Agent and the Depositor shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (d) No
      transfer, sale, pledge or other disposition of any Private Certificate, other
      than a Private Certificate (excluding the Class R Certificates) sold in an
      offshore transaction in reliance on Regulation S, shall be made unless such
      disposition is exempt from the registration requirements of the Securities
      Act,
      and any applicable state securities laws or is made in accordance with the
      Securities Act and laws. Any Private Certificates sold to an “accredited
      investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall
      be issued only in the form of one or more Definitive Certificates and the
      records of the Certificate Registrar shall be adjusted to reflect the transfer
      of such Definitive Certificates. In the event of any transfer of any Private
      Certificate in the form of a Definitive Certificate, (i) the transferee shall
      certify (A) such transfer is made to a Qualified Institutional Buyer in reliance
      upon Rule 144A (as evidenced by an investment letter delivered to the
      Certificate Registrar, in substantially the form attached hereto as Exhibit
      J-2)
      under the Securities Act, or (B) such transfer is made to an “accredited
      investor” under Rule 501(c)(1), (2), (3) or (7) under the Securities Act (as
      evidenced by an investment letter delivered to the Certificate Registrar, in
      substantially the form attached hereto as Exhibit J-1, and, if so required
      by
      the Certificate Registrar and the Depositor, a written Opinion of Counsel (which
      may be in-house counsel) acceptable to and in form and substance reasonably
      satisfactory to the Certificate Registrar and the Depositor, delivered to the
      Certificate Registrar and the Depositor stating that such transfer may be made
      pursuant to an exemption, including a description of the applicable exemption
      and the basis therefor, from the Securities Act or is being made pursuant to
      the
      Securities Act, which Opinion of Counsel shall not be an expense of the Trust
      Fund, the Trustee, the Certificate Registrar, the Master Servicer, the
      Securities Administrator or the Depositor) or (ii) the Certificate Registrar
      shall require the transferor to execute a transferor certificate and the
      transferee to execute an investment letter acceptable to and in form and
      substance reasonably satisfactory to the Depositor and the Certificate Registrar
      certifying to the Depositor and the Certificate Registrar the facts surrounding
      such transfer, which investment letter shall not be an expense of the Trust
      Fund, the Trustee, the Certificate Registrar, the Master Servicer, the
      Securities Administrator or the Depositor. Each Holder of a Private Certificate
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee, the Certificate Registrar, the Securities Administrator, the Seller
      and
      the Depositor against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.

     

    
      
        
        

      

      
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    In
      the
      case of a Private Certificate that is a Book-Entry Certificate, for purposes
      of
      the preceding paragraph, the representations set forth in the investment letter
      in clause (i) shall be deemed to have been made to the Certificate Registrar
      by
      the transferee’s acceptance of such Private Certificate that is also a
      Book-Entry Certificate (or the acceptance by a Certificate Owner of the
      beneficial interest in such Certificate).

     

    None
      of
      the Depositor, the Seller, the Securities Administrator, the Certificate
      Registrar or the Trustee is obligated to register or qualify the Private
      Certificates under the Securities Act or any other securities laws or to take
      any action not otherwise required under this Agreement to permit the transfer
      of
      such Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of a Private Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Seller, the Securities Administrator,
      the
      Depositor and the Certificate Registrar against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made unless the Certificate Registrar shall have received
      either (i) a representation from the transferee of such Certificate, acceptable
      to and in form and substance satisfactory to the Certificate Registrar and
      the
      Depositor (such requirement is satisfied only by the Certificate Registrar’s
      receipt of a representation letter from the transferee substantially in the
      form
      of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such
      transferee is not an employee benefit plan subject to Section 406 of ERISA
      or a
      plan or arrangement subject to Section 4975 of the Code (a “Plan”),
      nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to effect such transfer or (ii) if such Certificate
      has been the subject of an ERISA-Qualifying Underwriting, and the purchaser
      is
      an insurance company, a representation that the purchaser is an insurance
      company which is purchasing such Certificates with funds contained in an
“insurance company general account” (as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”)
      and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the
      Certificate Registrar, which Opinion of Counsel shall not be an expense of
      the
      Trustee, the Certificate Registrar, the Master Servicer, the Securities
      Administrator, any NIMS Insurer, the Depositor or the Trust Fund, addressed
      to
      the Certificate Registrar, to the effect that the purchase and holding of such
      ERISA-Restricted Certificate in the form of a Definitive Certificate will not
      result in a non-exempt prohibited transaction under Section 406 of ERISA or
      Section 4975 of the Code and will not subject the Trustee, the Certificate
      Registrar, any NIMS Insurer, the Master Servicer, the Servicer, the Securities
      Administrator or the Depositor to any obligation in addition to those expressly
      undertaken in this Agreement or to any liability. Notwithstanding anything
      else
      to the contrary herein, any purported transfer of an ERISA-Restricted
      Certificate in the form of a Definitive Certificate to an employee benefit
      plan
      subject to ERISA or Section 4975 of the Code without the delivery to the
      Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate
      Registrar as described above shall be void and of no effect. 

     

     

    
      
        
        

      

      
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    In
      the
      case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for
      purposes of clauses (i) or (ii) of the first sentence of the preceding
      paragraph, such representations shall be deemed to have been made to the
      Certificate Registrar by the transferee’s acceptance of such ERISA-Restricted
      Certificate that is also a Book-Entry Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in such Certificate).

     

    No
      transfer of an ERISA-Restricted Trust Certificate prior to the termination
      of
      the Final Maturity Reserve Trust and the Yield Maintenance Agreement shall
      be
      made unless the Certificate Registrar shall have received a representation
      letter from the transferee of such Certificate, substantially in the form set
      forth in Exhibit I-2, to the effect that either (i) such transferee is neither
      a
      Plan nor a Person acting on behalf of any such Plan or using the assets of
      any
      such Plan to effect such transfer or (ii) the acquisition and holding of the
      ERISA-Restricted Trust Certificate are eligible for exemptive relief under
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60 or PTCE 96-23 or the statutory exemption for nonfiduciary service
      providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the
      Code
      or some other applicable exemption. Notwithstanding anything else to the
      contrary herein, any purported transfer of an ERISA-Restricted Trust Certificate
      prior to the termination of the Final Maturity Reserve Trust and the Yield
      Maintenance Agreement to or on behalf of a Plan without the delivery to the
      Certificate Registrar of a representation letter as described above shall be
      void and of no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry
      Certificate, the transferee will be deemed to have made a representation as
      provided in clause (i) or (ii) of this paragraph, as applicable.

     

    If
      any
      ERISA-Restricted Trust Certificate, or any interest therein, is acquired or
      held
      in violation of the provisions of the preceding paragraph, the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of an
      ERISA-Restricted Trust Certificate, or interest therein, was effected in
      violation of the provisions of the preceding paragraph shall indemnify to the
      extent permitted by law and hold harmless the Depositor and the Certificate
      Registrar from and against any and all liabilities, claims, costs or expenses
      incurred by such parties as a result of such acquisition or
      holding.

     

    
      
        
        

      

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

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      none of the Trustee, the Certificate Registrar or the Depositor shall have
      any
      liability to any Person for any registration of transfer of any ERISA-Restricted
      Certificate that is in fact not permitted by this Section 6.02(d) or for the
      Paying Agent 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. In addition, none
      of
      the Trustee, the Certificate Registrar or the Depositor shall be required to
      monitor, determine or inquire as to compliance with the transfer restrictions
      with respect to any ERISA-Restricted Certificate in the form of a Book-Entry
      Certificate, and none of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability for transfers of Book-Entry Certificates or any
      interests therein made in violation of the restrictions on transfer described
      in
      the Prospectus Supplement or Private Placement Memorandum, as applicable, and
      this Agreement.

     

    (e) Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      appointed the Depositor or its designee as its attorney-in-fact to negotiate
      the
      terms of any mandatory sale under clause (v) below and to execute all
      instruments of transfer and to do all other things necessary in connection
      with
      any such sale, and the rights of each Person acquiring any Ownership Interest
      in
      a Residual Certificate are expressly subject to the following
      provisions:

     

    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee who acquires such Ownership Interest in a
      Residual Certificate for its own account and not in the capacity as trustee,
      nominee or agent for another Person and shall promptly notify the Certificate
      Registrar and the Trustee of any change or impending change in its status as
      such a Permitted Transferee.

     

    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date and no Ownership Interest in a Residual Certificate may thereafter be
      transferred, and the Certificate Registrar shall not register the Transfer
      of a
      Residual Certificate unless, in addition to the certificates required to be
      delivered under subsection (d) above, the Trustee and the Certificate Registrar
      shall have been furnished with an affidavit (“Transfer
      Affidavit”)
      of the
      initial owner of such Residual Certificate or proposed transferee of a Residual
      Certificate in the form attached hereto as Exhibit L.

     

    
      
        
        

      

      
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    (iii) In
      connection with any proposed transfer of any Ownership Interest in a Residual
      Certificate, the Trustee and the Certificate Registrar shall as a condition
      to
      registration of the transfer, require delivery to them of a Transferor
      Certificate in the form of Exhibit K hereto from the proposed transferor to
      the
      effect that the transferor (a) has no knowledge the proposed Transferee is
      not a
      Permitted Transferee acquiring an Ownership Interest in such Residual
      Certificate for its own account and not in a capacity as trustee, nominee,
      or
      agent for another Person, and (b) has not undertaken the proposed transfer
      in
      whole or in part to impede the assessment or collection of tax.

     

    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of such Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of Transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate. None of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability to any Person for any registration of Transfer of
      a
      Residual Certificate that is in fact not permitted by this Section or for the
      Paying Agent making any distributions due on the Residual Certificate to the
      Holder thereof or taking any other action with respect to such Holder win the
      provisions of this Agreement so long as the Trustee and the Certificate
      Registrar received the documents specified in clause (iii). The Certificate
      Registrar shall be entitled to recover from any Holder of such Residual
      Certificate that was in fact not a Permitted Transferee at the time such
      distributions were made all distributions made on such Residual Certificate.
      Any
      such distributions so recovered by the Certificate Registrar shall be
      distributed and delivered by the Certificate Registrar to the last Holder of
      such Residual Certificate that is a Permitted Transferee.

     

    (v) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Certificate Registrar shall have the right but not the obligation, without
      notice to the Holder of such Residual Certificate or any other Person having
      an
      Ownership Interest therein, to notify the Depositor to arrange for the sale
      of
      such Residual Certificate. The proceeds of such sale, net of commissions (which
      may include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the
      Certificate Registrar to the previous Holder of such Residual Certificate that
      is a Permitted Transferee, except that in the event that the Certificate
      Registrar determines that the Holder of such Residual Certificate may be liable
      for any amount due under this Section or any other provisions of this Agreement,
      the Certificate Registrar may withhold a corresponding amount from such
      remittance as security for such claim. The terms and conditions of any sale
      under this clause (v) shall be determined in the sole discretion of the Trustee
      and the Certificate Registrar and they shall not be liable to any Person having
      an Ownership Interest in such Residual Certificate as a result of its exercise
      of such discretion.

     

    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Securities Administrator upon receipt of reasonable compensation will provide
      to
      the Internal Revenue Service, and to the persons specified in Sections
      860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
      under Section 860E(e)(5) of the Code on transfers of residual interests to
      disqualified organizations.

     

    
      
        
        

      

      
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    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Certificate
      Registrar, in form and substance satisfactory to the Certificate Registrar,
      (i)
      written notification from each Rating Agency that the removal of the
      restrictions on Transfer set forth in this Section will not cause such Rating
      Agency to downgrade its ratings of the Certificates (determined in the case
      of
      the Insured Certificates, without giving effect to the Certificate Insurance
      Policy) and (ii) an Opinion of Counsel to the effect that such removal will
      not
      cause the REMIC created hereunder to fail to qualify as a REMIC.

     

    (f) [Reserved]

     

    (g) No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, 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 transfer or exchange of Certificates.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    SECTION
      6.03. Mutilated, Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trustee or the Certificate
      Registrar or the Trustee or the Certificate Registrar receives evidence to
      its
      satisfaction of the destruction, loss or theft of any Certificate and (ii)
      there
      is delivered to the Trustee, any NIMS Insurer, the Certificate Registrar (and
      with respect to the Insured Certificates, the Certificate Insurer) and the
      Depositor such security or indemnity as may be required by them to save each
      of
      them harmless, then, in the absence of notice to the Trustee, the Depositor
      or
      the Certificate Registrar that such Certificate has been acquired by a bona
      fide
      purchaser, the Securities Administrator shall execute on behalf of the Trust
      Fund and the Certificate Registrar 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 Percentage Interest. Upon the issuance of
      any
      new Certificate under this Section, the Trustee, the Depositor or the
      Certificate Registrar 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 Depositor and the
      Certificate Registrar) in connection therewith. Any duplicate Certificate issued
      pursuant to this Section, shall constitute complete and indefeasible evidence
      of
      ownership in the Trust Fund, as if originally issued, whether or not the lost,
      stolen or destroyed Certificate shall be found at any time.

     

    SECTION
      6.04. Persons Deemed Owners.

     

    The
      Depositor, the Trustee, the Certificate Registrar, the Certificate Insurer
      (with
      respect to the Insured Certificates), the Paying Agent, any NIMS Insurer and
      any
      agent of the Depositor, the Trustee, the Certificate Registrar, the Certificate
      Insurer, the Paying Agent or any NIMS Insurer may treat the Person, including
      a
      Depository, in whose name any Certificate is registered as the owner of such
      Certificate for the purpose of receiving distributions pursuant to Section
      5.01
      hereof and for all other purposes whatsoever, and none of the Trust Fund, the
      Depositor, the Trustee, the Certificate Registrar, the Certificate Insurer,
      the
      Paying Agent, any NIMS Insurer or any agent of any of them shall be affected
      by
      notice to the contrary.

     

    
      
        
        

      

      
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    SECTION
      6.05. Appointment of Paying Agent.

     

    (a) The
      Trustee, subject to the consent of the Certificate Insurer and any NIMS Insurer
      (such consent not to be unreasonably withheld), may appoint a Paying Agent
      (which may be the Trustee) for the purpose of making distributions to
      Certificateholders hereunder. The Trustee hereby appoints the Securities
      Administrator as the initial Paying Agent. The duties of the Paying Agent may
      include the obligation (i) to withdraw funds from the Distribution Account
      pursuant to Section 4.03 hereof and (ii) to distribute statements and provide
      information to Certificateholders as required hereunder. The Paying Agent
      hereunder shall at all times be an entity duly incorporated and validly existing
      under the laws of the United States of America or any state thereof, authorized
      under such laws to exercise corporate trust powers and subject to supervision
      or
      examination by federal or state authorities. 

     

    (b) The
      Securities Administrator, as Paying Agent, shall hold all sums, if any, held
      by
      it for payment to the Certificateholders and the Certificate Insurer in trust
      for the benefit of the Certificateholders and the Certificate Insurer entitled
      thereto until such sums shall be paid to such Certificateholders and the
      Certificate Insurer and shall comply with all requirements of the Code regarding
      the withholding of payments in respect of federal income taxes due from
      Certificate Owners and otherwise comply with the provisions of this Agreement
      applicable to it.

     

    ARTICLE
      VII

     

    DEFAULT

     

    SECTION
      7.01. Event of Default. 

     

    (a) If
      any
      one of the following events (each, an “Event
      of Default”)
      shall
      occur and be continuing: 

     

    (i) the
      failure by the Master Servicer to (A) make any Advance on the Business Day
      immediately preceding the related Distribution Date or (B) to deposit in the
      Distribution Account any deposit required to be made under the terms of this
      Agreement, and in either case such failure continues unremedied for a period
      of
      one Business Day after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer
      (or, if applicable, such shorter time period as is provided in the penultimate
      sentence of Section 7.01(c)); or

     

    (ii) the
      failure by the Master Servicer duly to observe or perform, in any material
      respect, any other covenants, obligations or agreements of the Master Servicer
      as set forth in this Agreement, which failure continues unremedied for a period
      of 60 days, in each case after the date (A) 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 to the Master Servicer and the Trustee by Holders
      of
      Certificates evidencing at least 25% of the Voting Rights or (B) on which a
      Servicing Officer of the Master Servicer has actual knowledge of such failure
      (or, in the case of a breach of its obligation beyond any applicable cure period
      to provide an assessment of compliance, an attestation report or a
      Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.19, respectively);
      or

     

    
      
        
        

      

      
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    (iii) the
      entry
      against the Master Servicer of a decree or order by a court or agency or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a trustee, conservator, receiver or liquidator in any insolvency,
      conservatorship, receivership, readjustment of debt, marshalling of assets
      and
      liabilities or similar proceedings, or for the winding up or liquidation of
      its
      affairs, and the continuance of any such decree or order unstayed and in effect
      for a period of 60 days; or 

     

    (iv) the
      Master Servicer shall voluntarily go into liquidation, consent to the
      appointment of a conservator or receiver or liquidator or similar person in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to the Master Servicer or of or relating
      to
      all or substantially all of its property; or a decree or order of a court or
      agency or supervisory authority having jurisdiction in the premises for the
      appointment of a conservator, receiver, liquidator or similar person 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, unbonded or unstayed for a period of 60
      days; or 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;

     

    (b) then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied within the applicable grace period, the Trustee shall, at the written
      direction of the Holders of Certificates evidencing Voting Rights aggregating
      not less than 51%, or at its option may, by notice then given in writing to
      the
      Master Servicer, terminate all of the rights and obligations of the Master
      Servicer as servicer under this Agreement. Any such notice to the Master
      Servicer shall also be given to each Rating Agency, any NIMS Insurer, the
      Depositor, the Credit Risk Manager and the Seller. On or after the receipt
      by
      the Master Servicer (and by the Trustee if such notice is given by the Holders)
      of such written notice, all authority and power of the Master Servicer under
      this Agreement, whether with respect to the Certificates or 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 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 of each Mortgage Loan and related
      documents or otherwise. The Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the responsibilities and rights of the Master
      Servicer hereunder, including, without limitation, the delivery to the Trustee
      of all documents and records requested by it to enable it to assume the Master
      Servicer's functions under this Agreement within ten Business Days subsequent
      to
      such notice and the transfer within one Business Day subsequent to such notice
      to the Trustee for the administration by it of all cash amounts that shall
      at
      the time be held by the Master Servicer and to be deposited by it in the
      Distribution Account, any REO Account or any Servicing Account or that have
      been
      deposited by the Master Servicer in such accounts or thereafter received by
      the
      Master Servicer with respect to the Mortgage Loans or any REO Property received
      by the Master Servicer. All reasonable costs and expenses (including attorneys'
      fees) incurred in connection with transferring the Master Servicer's duties
      and
      the Mortgage Files to the successor Master Servicer and amending this Agreement
      to reflect such succession as Master Servicer pursuant to this Section shall
      be
      paid by the predecessor Master Servicer (or if the predecessor Master Servicer
      is the Trustee, the terminated Master Servicer) upon presentation of reasonable
      documentation of such costs and expenses.
      The
      termination of the rights and obligations of the Master Servicer shall not
      affect any liability it may have incurred prior to such termination. To the
      extent that such costs and expenses of the Trustee are not fully and timely
      reimbursed by the predecessor Master Servicer, the Trustee shall be entitled
      to
      reimbursement of such costs and expenses from the Distribution
      Account.

     

    
      
        
        

      

      
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    (c) The
      Securities Administrator shall not later than the close of business on the
      Business Day immediately preceding the related Distribution Date notify the
      Trustee in writing of the Master Servicer’s failure to make any Advance required
      to be made under this Agreement on such date and the amount of such Advance.
      By
      no later than 10:00 A.M. (Chicago time) on the relevant Distribution Date,
      the
      Securities Administrator shall notify the Trustee of the continuance of such
      failure or that the Master Servicer has made the Advance, as the case may be.
      Notwithstanding the terms of the Event of Default described in clause (i) of
      Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
      Date from the Securities Administrator of the continuance of the failure of
      the
      Master Servicer to make an Advance or deposit funds to the Distribution Account,
      shall, by notice in writing to the Master Servicer, which may be delivered
      by
      telecopy, immediately suspend all of the rights and obligations of the Master
      Servicer thereafter arising under this Agreement, but without prejudice to
      any
      rights it may have as a Certificateholder or to reimbursement of outstanding
      Advances or other amounts for which the Master Servicer was entitled to
      reimbursement as of the date of suspension, and the Trustee, subject to the
      cure
      provided for in this paragraph, if available, shall act as provided in Section
      7.02 to carry out the duties of the Master Servicer, including the obligation
      to
      make any Advance the nonpayment of which is described in clause (i)(A) of
      Section 7.01(a). Any such action taken by the Trustee must be prior to the
      distribution on the relevant Distribution Date, and shall have all of the rights
      incidental thereto. If the Master Servicer shall within two Business Days
      following such suspension remit to the Trustee the amount of any Advance the
      nonpayment of which by the Master Servicer is described in clause (i)(A) of
      Section 7.01(a), together with all other amounts necessary to reimburse the
      Trustee for actual, necessary and reasonable costs incurred by the Trustee
      because of action taken pursuant to this subsection (including interest on
      any
      Advance or other amounts paid by the Trustee (from and including the respective
      dates thereof) at a per annum rate equal to the prime rate for U.S. money center
      commercial banks as published in the Wall Street Journal), then the Trustee,
      subject to the last two sentences of this paragraph, may at its sole discretion
      permit the Master Servicer to resume its rights and obligations as Master
      Servicer hereunder. If
      the
      Master Servicer shall fail to remit such amounts to the Trustee within such
      two
      Business Days after the Distribution Date, then an Event of Default shall occur
      and such notice of suspension shall be deemed to be a notice of termination
      without any further action on the part of the Trustee. The Master Servicer
      agrees that if it fails to make a required Advance by 10:00 A.M. (Chicago time)
      on the related Distribution Date on more than two occasions in any 12 month
      period, the Trustee shall be under no obligation to permit the Master Servicer
      to resume its rights and obligations as Master Servicer hereunder, and
      notwithstanding the cure period provided in Section 7.01(a)(i)(A), an Event
      of
      Default shall be deemed to have occurred on the relevant Distribution Date.
      

     

    
      
        
        

      

      
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    SECTION
      7.02. Trustee to Act.

     

    (a) From
      and
      after the date the Master Servicer (and the Trustee, if notice is sent by the
      Certificate Insurer or the Holders) receives a notice of termination pursuant
      to
      Section 7.01, the Trustee shall be the successor in all respects to the Master
      Servicer in its capacity as servicer under this Agreement and the transactions
      set forth or provided for herein and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Master
      Servicer by the terms and provisions hereof arising on and after its succession,
      including the obligation to make Advances. As compensation therefor, the Trustee
      shall be entitled to such compensation as the Master Servicer would have been
      entitled to hereunder if no such notice of termination had been given.
      Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
      Master Servicer or (ii) if the Trustee is legally unable so to act, the Trustee
      shall appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $15,000,000 as
      the
      successor to the Master Servicer hereunder in the assumption of all or any
      part
      of the responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided
      that the
      appointment of any such successor Master Servicer shall not result in the
      qualification, reduction or withdrawal of the ratings assigned to the
      Certificates by each Rating Agency as evidenced by a letter to such effect
      from
      each Rating Agency. Pending appointment of a successor to the Master Servicer
      hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
      shall act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the successor shall be entitled to receive
      compensation out of payments on Mortgage Loans in an amount equal to the
      compensation which the Master Servicer would otherwise have received hereunder.
      The appointment of a successor Master Servicer shall not affect any liability
      of
      the predecessor Master Servicer which may have arisen under this Agreement
      prior
      to its termination as Master Servicer to pay any deductible under an insurance
      policy pursuant to Section 3.09 or to indemnify the Trustee pursuant to Section
      3.30), nor shall any successor Master Servicer be liable for any acts or
      omissions of the predecessor Master Servicer (except with respect to the making
      of Advances the defaulting Master Servicer was required to make but did not
      make) or for any breach by such Master Servicer of any of its representations
      or
      warranties contained herein or in any related document or agreement. The Trustee
      and such successor shall take such action, consistent with this Agreement,
      as
      shall be necessary to effectuate any such succession. 

     

    (b) Any
      successor, including the Trustee, to the Master Servicer as Master Servicer
      shall during the term of its service as Master Servicer continue to service
      and
      administer the Mortgage Loans for the benefit of Certificateholders and the
      Certificate Insurer, and maintain in force a policy or policies of insurance
      covering errors and omissions in the performance of its obligations as Master
      Servicer hereunder and a Fidelity Bond in respect of its officers, employees
      and
      agents to the same extent as the Master Servicer is so required pursuant to
      Section 3.04. 

     

    
      
        
        

      

      
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    (c) Notwithstanding
      anything else herein to the contrary, in no event shall the Trustee be liable
      for any servicing fee or for any differential in the amount of the servicing
      fee
      paid hereunder and the amount necessary to induce any successor Master Servicer
      to act as successor Master Servicer under this Agreement and the transactions
      set forth or provided for herein.

     

    SECTION
      7.03. Waiver of Event of Default.

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, by notice
      in writing to the Trustee, direct the Trustee to waive any events permitting
      removal of the Master Servicer under this Agreement, provided,
      however,
      that
      the Majority Certificateholders may not waive an event that results in a failure
      to make any required distribution on a Certificate without the consent of the
      Holder of such Certificate. Upon any waiver of an Event of Default, such event
      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 event or impair any right consequent thereto
      except to the extent expressly so waived. Notice of any such waiver shall be
      given by the Trustee to each Rating Agency and the Certificate
      Insurer.

     

    SECTION
      7.04. Notification to Certificateholders.

     

    (a) Upon
      any
      termination or appointment of a successor to the Master Servicer pursuant to
      this Article VII or Section 3.31, the Trustee shall give prompt written notice
      thereof to the Securities Administrator and the Certificateholders at their
      respective addresses appearing in the Certificate Register, to each Rating
      Agency, to any NIMS Insurer and the Certificate Insurer.

     

    (b) No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute an Event of Default of
      which
      a Responsible Officer of the Trustee becomes aware of the occurrence of such
      an
      event, the Trustee shall transmit by mail to all Certificateholders, any NIMS
      Insurer and the Certificate Insurer notice of such occurrence unless such Event
      of Default shall have been waived or cured.

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE
      AND THE
      SECURITIES ADMINISTRATOR

     

    SECTION
      8.01. Duties of the Trustee and the Securities
      Administrator.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, and the Securities
      Administrator each undertake to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. If an Event of Default has occurred
      (which has not been cured or waived) of which a Responsible Officer has actual
      knowledge, the Trustee shall exercise such of the rights and powers vested
      in it
      by this Agreement, and use the same degree of care and skill in their exercise,
      as a prudent man would exercise or use under the circumstances in the conduct
      of
      his own affairs, unless the Trustee is acting as successor Master Servicer,
      in
      which case it shall use the same degree of care and skill as the Master Servicer
      hereunder with respect to the exercise of the rights and powers of the Master
      Servicer hereunder.

     

    
      
        
        

      

      
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    The
      Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trustee and the Securities Administrator, which
      are
      specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided,
      however,
      that
      neither the Trustee nor the Securities Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner the Trustee
      and the Securities Administrator shall take such action as it deems appropriate
      to have the instrument corrected. If the instrument is not corrected to the
      satisfaction of the Trustee or the Securities Administrator, as applicable,
      the
      Trustee or the Securities Administrator, as applicable, shall provide notice
      thereof to the Certificateholders, the Certificate Insurer and any NIMS Insurer
      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, the Certificate Insurer or any NIMS
      Insurer.

     

    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent, shall make
      monthly distributions to the Final Maturity Reserve Account (commencing with
      the
      Distribution Date in February 2017) and the Certificateholders from funds in
      the
      Distribution Account, the Basis Risk Reserve Fund, the Yield maintenance
      Account, the Basis Risk Cap Account and, on the Final Maturity Reserve
      Termination Date, the Final Maturity Reserve Account, as applicable, in each
      case as provided in Sections 5.01, 5.07, 5.11 and 10.01 hereof based on the
      report of the Securities Administrator.

     

    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) prior
      to
      the occurrence of an Event of Default, and after the curing of all such Events
      of Default which may have occurred, the duties and obligations of the Trustee
      and the Securities Administrator shall be determined solely by the express
      provisions of this Agreement, neither the Trustee nor the Securities
      Administrator shall be liable except for the performance of such of its duties
      and obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Securities Administrator and, in the absence of bad faith on the part
      of
      the Trustee or the Securities Administrator, respectively, the Trustee or the
      Securities Administrator may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, and conforming to the requirements of this
      Agreement;

     

    
      
        
        

      

      
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    (ii) neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer of the Trustee or an
      officer of the Securities Administrator, respectively, unless it shall be proved
      that the Trustee or the Securities Administrator, respectively, was negligent
      in
      ascertaining or investigating the facts related thereto;

     

    (iii) 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 consent or at the direction of the Certificate Insurer,
      any NIMS Insurer or Holders of Certificates as provided herein relating to
      the
      time, method and place of conducting any remedy pursuant to this Agreement,
      or
      exercising or omitting to exercise any trust or power conferred upon the Trustee
      or the Securities Administrator, respectively, under this Agreement;
      and

     

    (iv) the
      Trustee shall not be charged with knowledge of any Event of Default or a
      Document Transfer Event or any other event or matter that may require it to
      take
      action or omit to take action hereunder unless a Responsible Officer of the
      Trustee at the Corporate Trust Office receives written notice of such Event
      of
      Default or Document Transfer Event.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur financial or other liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or indemnity satisfactory to it against such risk or liability is not
      assured to it, and none of the provisions contained in this Agreement shall
      in
      any event require the Trustee 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, 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.

     

    SECTION
      8.02. Certain Matters Affecting the Trustee and the Securities
      Administrator.

     

    Except
      as
      otherwise provided in Section 8.01 hereof:

     

    (i) the
      Trustee and the Securities Administrator may request and conclusively rely
      upon,
      and shall be fully protected in acting or refraining from acting upon, any
      resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or parties,
      and the manner of obtaining consents and of evidencing the authorization of
      the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee and the Securities Administrator may
      prescribe;

     

    (ii) the
      Trustee and the Securities Administrator may consult with counsel and any advice
      of its counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel;

     

    
      
        
        

      

      
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    (iii) neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the rights or powers vested in it by this Agreement, or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      at
      the request, order or direction of any of the Certificateholders or any NIMS
      Insurer pursuant to the provisions of this Agreement, unless such
      Certificateholders or any NIMS Insurer shall have offered to the Trustee or
      the
      Securities Administrator, respectively, reasonable security or indemnity
      satisfactory to it against the costs, expenses and liabilities which may be
      incurred therein or thereby; the right of the Trustee to perform any
      discretionary act enumerated in this Agreement shall not be construed as a
      duty,
      and the Trustee shall not be answerable for other than its negligence or willful
      misconduct in the performance of any such act;

     

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

     

    (v) neither
      the Securities Administrator nor, prior to the occurrence of an Event of Default
      and after the curing or waiver of all Events of Default which may have occurred,
      the Trustee 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 documents,
      unless requested in writing to do so by the Certificate Insurer, any NIMS
      Insurer, or the Majority Certificateholder; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred by
      it
      in the making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, as applicable, not reasonably assured to the Trustee
      or the Securities Administrator by 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 cost, expense, liability or payment
      of
      such estimated expenses from the Certificate Insurer, any NIMS Insurer or the
      Certificateholders, as applicable, as a condition to such proceeding. If the
      Master Servicer fails to reimburse the Trustee or the Securities Administrator
      in respect of the reasonable expense of every such examination relating to
      the
      Master Servicer, the Trustee or the Securities Administrator shall be reimbursed
      by the Trust Fund;

     

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

     

    (vii) 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, nominees, attorneys or a custodian, and shall not be responsible for
      any
      willful misconduct or negligence on the part of any agent, nominee, attorney
      or
      custodian appointed by the Trustee or the Securities Administrator in good
      faith;

     

    (viii) the
      right
      of the Trustee or 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;
      and

     

    
      
        
        

      

      
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    (ix) in
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to the banking institutions, including those relating to
      the
      funding of terrorism and money laundering (“Applicable Law”), the Trustee and
      the Securities Administrator are required to obtain, verify and record certain
      information relating to certain individuals and certain entities which maintain
      a business relationship with the Trustee and the Securities Administrator.
      Accordingly, each of the parties agrees to provide the Trustee and the
      Securities Administrator upon its request from time to time such identifying
      information and documentation as may be available for such party in order to
      enable the Trustee and the Securities Administrator to comply with Applicable
      Law.

     

    (x) It
      is
      expressly understood and agreed that the Trustee shall be entitled to all the
      rights, protections, immunities and indemnities set forth herein with respect
      to
      the Reconstitution Agreements and the Servicing Agreement, as well as any
      actions taken or omitted by the Trustee pursuant to the terms thereof, as if
      such rights, protections, immunities and indemnities were specifically set
      forth
      therein.

     

    SECTION
      8.03. Trustee and the Securities Administrator Not Liable for Certificates or
      Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Securities Administrator on the Certificates) shall be taken as the
      statements of the Depositor or the Seller, and neither the Trustee nor the
      Securities Administrator assumes responsibility for the correctness of the
      same.
      Neither the Trustee nor the Securities Administrator makes representations
      or
      warranties as to the validity or sufficiency of this Agreement or of the
      Certificates (other than with respect to the Securities Administrator the
      signature and authentication of the Securities Administrator on the
      Certificates) or of any Mortgage Loan or related document or of MERS or the
      MERS
      System. The Trustee shall not be accountable for the use or application by
      the
      Master Servicer or the Securities Administrator, or for the use or application
      of any funds paid to the Master Servicer in respect of related Mortgage Loans
      or
      deposited in or withdrawn from the Distribution Account by the Master Servicer
      or the Securities Administrator. Neither the Trustee nor the Securities
      Administrator shall at any time have any responsibility or liability for or
      with
      respect to the legality, validity and enforceability of the Certificate
      Insurance Policy, any Mortgage or any Mortgage Loan, or the perfection and
      priority of any Mortgage or the maintenance of any such perfection and priority,
      or for or with respect to the sufficiency of the Trust Fund or its ability
      to
      generate the payments to be distributed to Certificateholders under this
      Agreement, including, without limitation: the existence, condition and ownership
      of any Mortgaged Property; the existence and enforceability of any hazard
      insurance thereon (other than if the Trustee shall assume the duties of the
      Master Servicer pursuant to Section 7.02 hereof); the validity of the assignment
      of any Mortgage Loan to the Trustee or of any intervening assignment; the
      completeness of any Mortgage Loan; the performance or enforcement of any
      Mortgage Loan (other than if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 7.02 hereof); the compliance by the Depositor
      or
      the Seller with any warranty or representation made under this Agreement or
      in
      any related document or the accuracy of any such warranty or representation
      prior to the Trustee’s receipt of notice or other discovery of any
      non-compliance therewith or any breach thereof; any investment of monies by
      or
      at the direction of the Master Servicer or any loss resulting therefrom, it
      being understood that the Trustee shall remain responsible for any Trust Fund
      property that it may hold in its individual capacity and the Securities
      Administrator shall remain responsible for any Trust Fund property that it
      may
      hold in its individual capacity; the acts or omissions of the Master Servicer
      (other than as to the Securities Administrator, if it is also the Master
      Servicer, and as to the Trustee, if the Trustee shall assume the duties of
      the
      Master Servicer pursuant to Section 7.02 hereof, and then only for the acts
      or
      omissions of the Trustee as the successor Master Servicer), or any acts or
      omissions of, the Servicer or any Mortgagor; any action of the Master Servicer
      (other than as to the Securities Administrator, if it is the Master Servicer,
      and as to the Trustee, if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 7.02 hereof), or in the case of the Trustee the
      Securities Administrator or the Servicer taken in the name of the Trustee;
      the
      failure of the Master Servicer or the Servicer to act or perform any duties
      required of it as agent or on behalf of the Trustee or the Trust Fund hereunder;
      or any action by the Trustee taken at the instruction of the Master Servicer
      (other than if the Trustee shall assume the duties of the Master Servicer
      pursuant to Section 7.02 hereof, and then only for the actions of the Trustee
      as
      the successor Master Servicer); provided,
      however,
      that
      the foregoing shall not relieve the Trustee of its obligation to perform its
      duties under this Agreement, including, without limitation, the Trustee’s duty
      to review the Mortgage Files, if so required pursuant to Section 2.01 of this
      Agreement.

     

    
      
        
        

      

      
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    SECTION
      8.04. Trustee, Custodian, Master Servicer and Securities Administrator May
      Own Certificates.

     

    The
      Trustee, the Custodians, the Master Servicer and the Securities Administrator
      in
      their respective individual capacities, or in any capacity other than as
      Trustee, Custodian, Master Servicer or Securities Administrator hereunder,
      may
      become the owner or pledgee of any Certificates with the same rights they would
      have if they were not Trustee, a Custodian, Master Servicer or Securities
      Administrator, as applicable, and may otherwise deal with the parties
      hereto.

     

    SECTION
      8.05. Trustee’s and Securities Administrator’s Fees and
      Expenses.

     

    The
      Trustee (including in its capacity as a Custodian) shall be compensated by
      the
      Master Servicer for its services hereunder on behalf of the Trust Fund in the
      amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee
      shall
      paid from a portion of the Master Servicing Fee. The Securities Administrator
      shall be compensated by the Master Servicer for its services hereunder from
      a
      portion of the Master Servicing Fee. In addition, the Trustee and the Securities
      Administrator will be entitled to recover from the Distribution Account pursuant
      to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and
      advances and the expenses of the Trustee (including for such purpose, any fees
      and expenses relating to its capacity as a Custodian hereunder) and the
      Securities Administrator, respectively, including without limitation, in
      connection with any filing that the Securities Administrator is required to
      make
      under Section 3.20 hereof, any Event of Default, any breach of this Agreement
      or
      any claim or legal action (including any pending or threatened claim or legal
      action) incurred or made by the Trustee or the Securities Administrator,
      respectively, in the performance of its duties or the administration of the
      trusts hereunder (including, but not limited to, the performance of its duties
      under Section 2.03 hereof) or under the Certificate Insurance Policy (including
      the reasonable compensation, expenses and disbursements of its counsel) or
      incurred or made by the Securities Administrator under each of the Basis Risk
      Cap Agreement, Yield Maintenance Allocation Agreement and the Yield Maintenance
      Agreement (including the reasonable compensation, expenses and disbursements
      of
      its counsel), except any such expense, disbursement or advance as may arise
      from
      its negligence or intentional misconduct or which is specifically designated
      herein as the responsibility of the Depositor, the Seller, the Master Servicer,
      the Certificateholders or the Trust Fund hereunder or thereunder. If funds
      in
      the Distribution Account are insufficient therefor, the Trustee, the Custodians
      and the Securities Administrator shall recover such expenses from future
      collections on the Mortgage Loans or as otherwise agreed by the
      Certificateholders. Such compensation and reimbursement obligation shall not
      be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust.

     

    
      
        
        

      

      
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    SECTION
      8.06. Eligibility Requirements for Trustee and Securities
      Administrator.

     

    The
      Trustee and Securities Administrator hereunder shall at all times (i) be an
      institution whose accounts are insured by the FDIC, (ii) be an entity duly
      organized and validly existing under the laws of the United States of America
      or
      any state thereof, authorized under such laws to exercise corporate trust
      powers, each having a combined capital and surplus of at least $50,000,000
      and
      (except with respect to the initial Trustee) a minimum long-term debt rating
      in
      the third highest rating category by each Rating Agency and in each Rating
      Agency’s two highest short-term rating categories, and subject to supervision or
      examination by federal or state authority and (iii) not be an Affiliate of
      the
      Servicer. If such entity publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section 8.06, the combined capital
      and
      surplus of such entity shall be deemed to be its combined capital and surplus
      as
      set forth in its most recent report of condition so published. The principal
      office of the Trustee (other than the initial Trustee) shall be in a state
      with
      respect to which an Opinion of Counsel has been delivered to such Trustee at
      the
      time such Trustee is appointed Trustee to the effect that the Trust Fund will
      not be a taxable entity under the laws of such state. In case at any time the
      Trustee or the Securities Administrator shall cease to be eligible in accordance
      with the provisions of this Section 8.06, the Trustee or the Securities
      Administrator, as applicable shall resign immediately in the manner and with
      the
      effect specified in Section 8.07 hereof.

     

    SECTION
      8.07. Resignation or Removal of Trustee and Securities
      Administrator.

     

    The
      Trustee and Securities Administrator (including the Securities Administrator
      as
      Certificate Registrar) may at any time resign and be discharged from the
      obligations hereby created by giving written notice thereof to the Depositor,
      the Certificate Insurer, the Seller, any NIMS Insurer, the Master Servicer
      and
      each Rating Agency. Upon receiving such notice of resignation of the Trustee,
      the Depositor shall promptly appoint a successor Trustee that meets the
      requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer
      and the Certificate Insurer or, in the case of notice of resignation of the
      Securities Administrator, the Trustee (in consultation with the Depositor)
      shall
      promptly appoint a successor Securities Administrator that meets the
      requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer
      and the Certificate Insurer, in each case, by written instrument, with a copy
      of
      such written instrument delivered to (i) each of the resigning Trustee or
      Securities Administrator, as applicable, (ii) the successor Trustee or successor
      Securities Administrator, as applicable, and (iii) any NIMS Insurer and (iv)
      the
      Certificate Insurer. If no successor Trustee or successor Securities
      Administrator, as applicable, shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee or Securities Administrator may petition any court of
      competent jurisdiction for the appointment of a successor Trustee or Securities
      Administrator, as applicable.

     

    
      
        
        

      

      
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    If
      at any
      time the Trustee or the Securities Administrator (a) shall cease to be eligible
      in accordance with the provisions of Section 8.06 hereof and shall fail to
      resign after written request therefor by the Depositor or any NIMS Insurer
      or if
      at any time the Trustee or the Securities Administrator, (b) shall be legally
      unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
      of
      the Trustee or the Securities Administrator, as applicable, or of its property
      shall be appointed, or any public officer shall take charge or control of the
      Trustee or the Securities Administrator, as applicable, or of its property
      or
      affairs for the purpose of rehabilitation, conservation or liquidation, or
      (iii)
      if the Trustee (in its capacity as Custodian) or the Securities Administrator
      fails to provide an assessment of compliance or an attestation report required
      under Section 3.16 within 15 calendar days of March 1 of each calendar year
      in
      which Exchange Act reports are required or (d) shall fail to file any Form
      10-D
      or Form 10-K when due pursuant to Section 3.20 hereof (other than as a result
      of
      the failure of the Depositor to sign and return to the Trustee such Form 10-D
      or
      Form 10-K within the time limitations of Section 3.20 or any other party to
      deliver information in a timely manner as set forth in Section 3.20) then the
      Depositor or any NIMS Insurer may remove the Trustee or the Trustee may remove
      the Securities Administrator, as applicable. If the Depositor or the Trustee
      removes the Trustee or the Securities Administrator, respectively under the
      authority of the immediately preceding sentence, the Depositor or the Trustee
      shall promptly appoint a successor Trustee or successor Securities
      Administrator, in each case, reasonably acceptable to the Certificate Insurer
      and the NIMS Insurer, and that meets the requirements of Section 8.06, as
      applicable, by written instrument, with a copy of such written instrument
      delivered to (i) the Trustee or the Securities Administrator, as applicable,
      so
      removed, (ii) the successor Trustee or successor Securities Administrator,
      as
      applicable, (iii) the Master Servicer, (iv) the Certificate Insurer, and (v)
      any
      NIMS Insurer.

     

    The
      Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer
      in
      the event of failure of the Trustee or Securities Administrator, as applicable,
      to perform its obligations hereunder) may at any time remove the Trustee or
      the
      Securities Administrator by written instrument or instruments delivered to
      the
      Depositor and the Trustee; the Depositor or the Trustee shall thereupon use
      its
      best efforts to appoint a successor Trustee or successor Securities
      Administrator, as applicable, in each case, acceptable to the NIMS Insurer,
      in
      accordance with this Section.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor Trustee or a successor Securities Administrator,
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee or a
      successor Securities Administrator, as applicable, as provided in Section 8.08
      hereof. As long as the Certificate Insurance Policy is in effect, the Securities
      Administrator will send a written notice to the Certificate Insurer of any
      such
      resignation, removal or appointment. If the Trustee or the Securities
      Administrator is removed pursuant to this Section 8.07, it shall be reimbursed
      any outstanding and unpaid fees and expenses, and if removed under the authority
      of the immediately preceding paragraph, the Trustee or the Securities
      Administrator shall also be reimbursed any outstanding and unpaid costs and
      expenses.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained herein, in the event that the Master Servicer
      resigns or is removed as Master Servicer hereunder, the Securities Administrator
      shall have the right to resign immediately as Securities Administrator by giving
      written notice to the Depositor and the Trustee, with a copy to each Rating
      Agency and the Certificate Insurer.

     

    SECTION
      8.08. Successor Trustee and Successor Securities
      Administrator.

     

    Any
      successor Trustee or successor Securities Administrator appointed as provided
      in
      Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
      any
      NIMS Insurer, the Seller and the Master Servicer and to its predecessor Trustee
      or predecessor Securities Administrator, as applicable and, as long as the
      Certificate Insurance Policy is in effect, the Certificate Insurer, an
      instrument accepting such appointment hereunder, 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, 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. The Depositor, the Seller, the Master Servicer and
      the
      predecessor Trustee or predecessor Securities Administrator, as applicable
      and,
      as long as the Certificate Insurance Policy is in effect, the Certificate
      Insurer, shall execute and deliver such instruments and do such other things
      as
      may reasonably be required for fully and certainly vesting and confirming in
      the
      successor Trustee or successor Securities Administrator, as applicable, all
      such
      rights, powers, duties and obligations.

     

    No
      successor Trustee or successor Securities Administrator shall accept appointment
      as provided in this Section 8.08 unless at the time of such acceptance such
      successor Trustee or successor Securities Administrator shall be eligible under
      the provisions of Section 8.06 hereof and the appointment of such successor
      Trustee or successor Securities Administrator shall not result in a downgrading
      of the Senior Certificates by each Rating Agency, as evidenced by a letter
      from
      each Rating Agency.

     

    Upon
      acceptance of appointment by a successor Trustee or successor Securities
      Administrator, as applicable, as provided in this Section 8.08, the successor
      Trustee or successor Securities Administrator shall mail notice of such
      appointment of a successor Trustee or Securities Administrator hereunder to
      all
      Holders of Certificates at their addresses as shown in the Certificate Register,
      to the Certificate Insurer, to any NIMS Insurer and to each Rating
      Agency.

     

    
      
        
        

      

      
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    SECTION
      8.09. Merger or Consolidation of Trustee or Securities
      Administrator.

     

    Any
      entity into which the Trustee or the Securities Administrator may be merged
      or
      converted or with which it may be consolidated, or any entity resulting from
      any
      merger, conversion or consolidation to which the Trustee or the Securities
      Administrator shall be a party, or any entity succeeding to the corporate trust
      business of the Trustee or the Securities Administrator, shall be the successor
      of the Trustee or the Securities Administrator, as applicable, hereunder,
provided
      such
      entity shall be eligible under the provisions of Section 8.06 and 8.08 hereof,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

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

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or any Mortgaged Property may at the time be located, the Depositor and the
      Trustee acting jointly shall have the power, and the Trustee shall, and shall
      instruct the Depositor to, at the expense of the Trust Fund, execute and deliver
      all instruments to appoint one or more Persons, approved by the Trustee, the
      Certificate Insurer and any NIMS Insurer to act as co-trustee or co-trustees,
      jointly with the Trustee, or separate trustee or separate trustees, of all
      or
      any part of the Trust Fund, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Certificateholders and the Certificate
      Insurer, such title to the Trust Fund, or any part thereof, and, subject to
      the
      other provisions of this Section 8.10, such powers, duties, obligations, rights
      and trusts as the Master Servicer and the Trustee may consider necessary or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor Trustee under Section 8.06 hereof,
      and
      no notice to Certificateholders of the appointment of any co-trustee or separate
      trustee shall be required under Section 8.08 hereof.

     

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

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust Fund or any portion thereof in any such jurisdiction) shall be
      exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

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

     

    (iii) the
      Depositor and the Trustee, acting jointly may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

     

    
      
        
        

      

      
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    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor, the Certificate Insurer and any NIMS Insurer.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    SECTION
      8.11. Limitation of Liability.

     

    The
      Certificates are executed by the Securities Administrator, not in its individual
      capacity but solely as Securities Administrator on behalf of the Trust Fund,
      in
      the exercise of the powers and authority conferred and vested in it by this
      Agreement. Each of the undertakings and agreements made on the part of the
      Securities Administrator in the Certificates is made and intended not as a
      personal undertaking or agreement by the Trustee but is made and intended for
      the purpose of binding only the Trust Fund.

     

    SECTION
      8.12. Trustee May Enforce Claims Without Possession of
      Certificates.

     

    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee (for the avoidance of doubt, in its
      individual capacity and as Trustee on behalf of the Trust Fund), its agents
      and
      counsel, be for the ratable benefit or the Certificateholders in respect of
      which such judgment has been recovered.

     

    (b) The
      Trustee shall afford the Seller, the Depositor, the Certificate Insurer and
      each
      Certificateholder upon reasonable notice during normal business hours at its
      Corporate Trust Office or other office designated by the Trustee, access to
      all
      records maintained by the Trustee in respect of its duties hereunder and access
      to officers of the Trustee responsible for performing such duties. Upon request,
      the Trustee shall furnish the Depositor, the Certificate Insurer and any
      requesting Certificateholder with its most recent audited financial statements.
      The Trustee shall cooperate fully with the Seller, the Depositor, the
      Certificate Insurer and such Certificateholder and shall, subject to the first
      sentence of this Section 8.12(b), make available to the Seller, the Depositor,
      the Certificate Insurer and such Certificateholder for review and copying such
      books, documents or records as may be requested with respect to the Trustee’s
      duties hereunder. The Seller, the Depositor, the Certificate Insurer and the
      Certificateholders shall not have any responsibility or liability for any action
      or failure to act by the Trustee and are not obligated to supervise the
      performance of the Trustee under this Agreement or otherwise.

     

    
      
        
        

      

      
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    (c) The
      Securities Administrator shall afford the Seller, the Depositor, the Certificate
      Insurer, the Trustee and each Certificateholder upon reasonable notice during
      normal business hours at its offices at 9062 Old Annapolis Road, Columbia,
      Maryland 21045 or other office designated by the Securities Administrator,
      access to all records maintained by the Securities Administrator in respect
      of
      its duties hereunder and access to officers of the Securities Administrator
      responsible for performing such duties. The Securities Administrator shall
      cooperate fully with the Seller, the Depositor, the Certificate Insurer, the
      Trustee and such Certificateholder and shall, subject to the first sentence
      of
      this Section 8.12(c), make available to the Seller, the Depositor, the
      Certificate Insurer and such Certificateholder for review and copying such
      books, documents or records as may be reasonably requested with respect to
      the
      Securities Administrator’s duties hereunder. The Seller, the Depositor, the
      Certificate Insurer, the Trustee and the Certificateholders shall not have
      any
      responsibility or liability for any action or failure to act by the Securities
      Administrator and are not obligated to supervise the performance of the
      Securities Administrator under this Agreement or otherwise.

     

    SECTION
      8.13. Suits for Enforcement.

     

    In
      case
      an Event of Default or a default by the Depositor hereunder shall occur and
      be
      continuing, the Trustee may proceed to protect and enforce its rights and the
      rights of the Certificateholders under this Agreement, as the case may be,
      by a
      suit, action or proceeding in equity or at law or otherwise, whether for the
      specific performance of any covenant or agreement contained in this Agreement
      or
      in aid of the execution of any power granted in this Agreement or for the
      enforcement of any other legal, equitable or other remedy, as the Trustee,
      being
      advised by counsel, and subject to the foregoing, shall deem most effectual
      to
      protect and enforce any of the rights of the Trustee, the Certificate Insurer
      and the Certificateholders.

     

    SECTION
      8.14. Waiver of Bond Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee post a bond or other surety with any court,
      agency or body whatsoever.

     

    SECTION
      8.15. Waiver of Inventory, Accounting and Appraisal
      Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee file any inventory, accounting or appraisal
      of
      the Trust Fund with any court, agency or body at any time or in any manner
      whatsoever.

     

    
      
        
        

      

      
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    SECTION
      8.16. Appointment of Custodians.

     

    The
      Trustee may, and at the direction of the Depositor shall, appoint one or more
      custodians to hold all or a portion of the related Mortgage Files as agent
      for
      the Trustee, by entering into a custodial agreement. The custodian may at any
      time be terminated and a substitute custodian appointed therefor by the Trustee.
      Subject to this Article VIII, the Trustee agrees to comply with the terms of
      each custodial agreement and to enforce the terms and provisions thereof against
      the custodian for the benefit of the Certificateholders and the Certificate
      Insurer having an interest in any Mortgage File held by such custodian. Each
      custodian shall be a depository institution or trust company subject to
      supervision by federal or state authority, shall have combined capital and
      surplus of at least $15,000,000 and shall be qualified to do business in the
      jurisdiction in which it holds any Mortgage File. The Seller shall pay from
      its
      own funds, without any right to reimbursement, the fees, costs and expenses
      of
      each custodian (including the costs of custodian’s counsel).

     

    SECTION
      8.17. Limitation of Liability of Trustee and Administrator;
      Indemnification.

     

    The
      Trustee shall not at any time have any responsibility or liability for or with
      respect to the legality, validity and enforceability of the Yield Maintenance
      Agreement, the Yield Maintenance Allocation Agreement or the Basis Risk Cap
      Agreement. The Administrator shall not have any liability for any failure or
      delay in payments to the Trustee which are required under the Yield Maintenance
      Allocation Agreement where such failure or delay is due to the failure or delay
      of the Yield Maintenance Provider in making such payment to the Administrator
      pursuant to the Yield Maintenance Agreement. In addition, notwithstanding
      anything to the contrary in the Yield Maintenance Agreement, the Administrator
      shall not be required to make any payment to the Yield Maintenance Provider.
      Any
      payment to the Yield Maintenance Provider shall be paid on behalf of the
      Administrator by Greenwich Capital Markets, Inc. The Trustee and the
      Administrator and their respective directors, officers, employees and agents
      shall be entitled to be indemnified and held harmless by the Trust Fund from
      and
      against any and all losses, claims, expenses or other liabilities that arise
      by
      reason of or in connection with the performance or observance by the Trustee
      or
      the Administrator of its respective duties or obligations under the Yield
      Maintenance Allocation Agreement, the Yield Maintenance Agreement or the Basis
      Risk Cap Agreement, as applicable, except to the extent that the same is due
      to
      the Administrator’s negligence, willful misconduct or fraud.

     

    SECTION
      8.18. Administrator’s Fees and Expenses.

     

    The
      Administrator’s fees under the Yield Maintenance Allocation Agreement and the
      Yield Maintenance Agreement shall be paid from a portion of the Securities
      Administration Fee. In addition, the Administrator will be entitled to recover
      from the Distribution Account pursuant to Section 4.03(a) all reasonable
      out-of-pocket expenses in the performance of its duties under the Yield
      Maintenance Allocation Agreement or the Yield Maintenance Agreement or the
      administration of the Yield Maintenance Trust (including the reasonable
      compensation, expenses and disbursements of its counsel) except any such
      expense, disbursement or advance as may arise from its negligence or intentional
      misconduct. If funds in the Distribution Account are insufficient therefor,
      the
      Administrator shall recover such expenses from future collections on the
      Mortgage Loans or as otherwise agreed by the Certificateholders. 

     

    
      
        
        

      

      
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    SECTION
      8.19. Resignation or Removal of the Administrator.

     

    The
      Administrator may at any time resign and be discharged from its duties and
      obligations under the Yield Maintenance Allocation Agreement by giving written
      notice thereof to the Depositor, the Certificate Insurer, the Seller, GCFP,
      any
      NIMS Insurer, the Trustee and each Rating Agency. Upon receiving such notice
      of
      resignation of the Administrator, GCFP shall promptly appoint a successor
      Administrator that is acceptable to any NIMS Insurer by written instrument,
      in
      triplicate, one copy of which instrument shall be delivered to each of (i)
      the
      resigning Administrator, (ii) the successor Administrator and (iii) any NIMS
      Insurer. If no successor Administrator shall have been so appointed and having
      accepted appointment within 30 days after the giving of such notice of
      resignation, the resigning Administrator may petition any court of competent
      jurisdiction for the appointment of a successor Administrator.

     

    GCFP
      (or
      the Certificate Insurer or any NIMS Insurer in the event of failure of the
      Administrator to perform its obligations hereunder) may at any time remove
      the
      Administrator by written instrument or instruments delivered to GCFP, the
      Depositor, the Administrator and the Trustee; GCFP shall thereupon use its
      best
      efforts to appoint a successor Administrator acceptable to the NIMS Insurer,
      in
      accordance with this Section.

     

    Any
      resignation or removal of the Administrator and appointment of a successor
      Administrator, pursuant to any of the provisions of this Section 8.19 shall
      not
      become effective until acceptance of appointment by the successor Administrator.
      As long as the Certificate Insurance Policy is in effect, the Administrator
      will
      send a written notice to the Certificate Insurer of any such resignation,
      removal or appointment. If the Administrator is removed pursuant to this Section
      8.19, it shall be reimbursed any outstanding and unpaid fees and
      expenses.

     

    Notwithstanding
      anything to the contrary contained herein, in the event that the Securities
      Administrator resigns or is removed as Securities Administrator hereunder,
      the
      Administrator shall have the right to resign immediately as Administrator by
      giving written notice to GCFP, the Depositor and the Trustee, with a copy to
      each Rating Agency, the Certificate Insurer and any NIMS Insurer. Any Person
      appointed as successor Securities Administrator pursuant to Section 8.07 shall
      also be required to serve as successor Administrator under the Yield Maintenance
      Agreement and the Yield Maintenance Allocation Agreement.

     

    SECTION
      8.20. Closing Opinion of Counsel.

     

    On
      or
      before the Closing Date, the Securities Administrator shall cause to be
      delivered to the Depositor, the Seller and Greenwich Capital Markets, Inc.
      an
      Opinion of Counsel, dated the Closing Date, in form and substance reasonably
      satisfactory to the Depositor, Greenwich Capital Markets, Inc., and the Seller
      as to the due authorization, execution and delivery of this Agreement by the
      Securities Administrator and the enforceability thereof.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    SECTION
      9.01. REMIC Administration.

     

    (a) As
      set
      forth in the Preliminary Statement to this Agreement, three REMIC elections
      shall be made by the Trust Fund. The Trustee shall sign and the Securities
      Administrator shall file such elections on Form 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
      in
      each REMIC created hereunder and the related residual interest shall be as
      designated in the Preliminary Statement. Following the Closing Date, the
      Securities Administrator shall apply to the Internal Revenue Service for an
      employer identification number for each REMIC created hereunder by means of
      a
      Form SS-4 or other acceptable method and shall file a Form 8811 with the
      Internal Revenue Service.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of section 860G(a)(9) of the Code.
      The
      latest possible maturity date for each interest in any REMIC created hereby
      shall be the Latest Possible Maturity Date.

     

    (c) Except
      as
      provided in subsection (d) of this Section 9.01, the Securities Administrator
      shall pay any and all tax related expenses (not including taxes) of each REMIC
      created hereunder, including but not limited to any professional fees or
      expenses related to audits or any administrative or judicial proceedings with
      respect to any 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 the Securities Administrator’s duties as tax return
      preparer).

     

    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign
      all
      of the federal and state tax and information returns of each REMIC created
      hereunder (collectively, the “Tax
      Returns”)
      as the
      direct representative. The expenses of preparing and filing such Tax Returns
      shall be borne by the Securities Administrator. Notwithstanding the foregoing,
      the Securities Administrator shall have no obligation to prepare, file or
      otherwise deal with partnership tax information or returns. In the event that
      partnership tax information or returns are required by the Internal Revenue
      Service, the Seller, at its own cost and expense, will prepare and file all
      necessary returns.
      The
      Internal Revenue Service has issued OID regulations under Sections 1271 to
      1275
      of the Code generally addressing the treatment of debt instruments issued with
      original issue discount. Under those regulations, debt issued to one Person
      generally is aggregated in determining if there is OID. Because certain Classes
      of Regular Certificates are expected to be issued to one Person (which intends
      to continue to hold the Regular Certificates indefinitely and, in any case,
      for
      at least 30 days), the Securities Administrator, on behalf of the Trust Fund
      and
      upon receipt of written direction from the Depositor, will determine the
      existence and amount of any OID as if those Classes of Regular Certificates
      were
      one debt instrument and based solely on information provided by the Depositor
      to
      the Securities Administrator.

     

    
      
        
        

      

      
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    (e) The
      Securities Administrator shall perform on behalf of each REMIC created hereunder
      all reporting and other tax compliance duties that are the responsibility of
      each 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 (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 organization and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.
      The
      Securities Administrator, however, shall have no information or other tax
      reporting obligations with respect to the Final Maturity Reserve Trust. In
      addition, the Administrator shall have no information or other tax reporting
      obligations with respect to the Yield Maintenance Trust.

     

    (f) Each
      of
      the Master Servicer, Trustee and the Securities Administrator (to the extent
      that the affairs of the REMICs are within such Person’s control and the scope of
      its specific responsibilities under the Agreement) and the Holders of
      Certificates shall take any action or cause any REMIC created hereunder to
      take
      any action necessary to create or maintain the status of any REMIC created
      hereunder as a REMIC under the REMIC Provisions and shall assist each other
      as
      necessary to create or maintain such status. None of the Trustee, the Securities
      Administrator or the Holder of a Residual Certificate shall take any action,
      cause any REMIC created hereunder 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 and the Securities Administrator and any NIMS Insurer have received
      an
      Opinion of Counsel (at the expense of the party seeking to take such action)
      to
      the effect that the contemplated action will not result in an Adverse REMIC
      Event. In addition, prior to taking any action with respect to any REMIC created
      hereunder or the assets therein, or causing any such REMIC to take any action
      which is not expressly permitted under the terms of this Agreement, any Holder
      of the Residual Certificate will consult with the Trustee, the Master Servicer,
      the Securities Administrator, the NIMS Insurer or their respective designees,
      in
      writing, with respect to whether such action could cause an Adverse REMIC Event
      to occur with respect to any such REMIC, and no such Person shall take any
      such
      action or cause any REMIC created hereunder to take any such action as to which
      the Securities Administrator or any NIMS Insurer has advised it in writing
      that
      an Adverse REMIC Event could occur. 

     

    (g) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      any REMIC created hereunder in which it owns the residual interest by federal
      or
      state governmental authorities. To the extent that such Trust Fund taxes are
      not
      paid by the Residual Certificateholder, the Securities Administrator shall
      pay
      any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate 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 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 created hereunder on a calendar year
      and
      on an accrual basis.

     

    
      
        
        

      

      
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    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

     

    (j) None
      of
      the Trustee, the Master Servicer or the Securities Administrator shall enter
      into any arrangement by which any REMIC created hereunder will receive a fee
      or
      other compensation for services.

     

    (k) The
      Securities
      Administrator
      shall
      treat each of the Capitalized Interest Account, the Basis Risk Reserve Fund,
      Yield Maintenance Trust, the Yield Maintenance Trust Account, the Yield
      Maintenance Account, the Basis Risk Cap Replacement Receipts Account and the
      Basis Risk Cap Termination Receipts Account as an outside reserve fund within
      the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of
      any
      REMIC. The Holders of the Class C Certificates are the owners of each such
      outside reserve fund other than the Capitalized Interest Account and the Seller
      is the owner of the Capitalized Interest Account.

     

    (l) The
      Securities Administrator shall treat the rights of the Holders of the LIBOR
      Certificates to receive distributions to cover Basis Risk Shortfalls as payments
      under a cap contract written by the Holders of the Class C Certificates in
      favor
      of the related Holders of the LIBOR Certificates. Thus, the 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.

     

    (m) 
      The
      Securities Administrator shall treat the Final Maturity Reserve Trust as an
      outside reserve fund within the meaning of Treasury Regulation Section
      1.860G-2(h) owned by the holders of the Class C Certificates and not assets
      of
      any REMIC. The Class C Certificateholder shall be treated as the owner of the
      Final Maturity Reserve Trust and any payments made from the Final Maturity
      Reserve Trust to beneficial owners of Certificates (other than the Class C
      Certificates) shall be treated for federal income tax purposes as payments
      made
      by the Class C Certificateholder in exchange for an interest in the Certificates
      then owned by such beneficial owners.

     

    (n) For
      federal income tax purposes, upon any sale of the property held by the Trust
      Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium
      Proceeds paid by the Master Servicer shall not be treated as a portion of the
      purchase price paid for such property but shall instead be treated as an amount
      paid by the Master Servicer to the Holder of the Class C Certificates pursuant
      to a cash-settled call option with respect to the property held by the Trust
      Fund.

     

    SECTION
      9.02. Prohibited Transactions and Activities.

     

    None
      of
      the Depositor, the Master Servicer or 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 the REMICs created hereunder pursuant to Article
      X of this Agreement, (iv) a substitution pursuant to Article II hereof or (v)
      a
      repurchase of Mortgage Loans as contemplated hereunder, nor acquire any assets
      for any REMIC created hereunder, nor sell or dispose of any investments in
      the
      Distribution Account for gain, nor accept any contributions to any REMIC created
      hereunder after the Closing Date, unless the Depositor, the Trustee and any
      NIMS
      Insurer have 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.

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01. Termination.

     

    (a) The
      respective obligations and responsibilities of the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee created hereby
      (other than the obligation of the Securities Administrator, as Paying Agent,
      to
      make certain payments to Certificateholders after the Final Distribution Date
      and the obligation of the Master Servicer to send certain notices as hereinafter
      set forth) shall terminate upon notice to the Trustee and the Securities
      Administrator upon the earliest of (i) the Distribution Date on which the
      Class Principal Balance of each Class of Certificates has been reduced to zero
      and no Certificate Insurer Reimbursement Amounts are owed to the Certificate
      Insurer, (ii) the final payment or other liquidation of the last Mortgage
      Loan, (iii) the optional purchase of the Mortgage Loans by the Terminator
      as described in the following paragraph and (iv) the Latest Possible
      Maturity Date. Notwithstanding
      the foregoing, in no event shall the trust 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.

     

    Following
      the date on which the aggregate of the Stated Principal Balances of the Mortgage
      Loans (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) on
      such
      date is equal to or less than 5% of the Cut-off Date Collateral Balance (the
      “Call
      Option Date”),
      the
      Master Servicer (in such context, the “Terminator”),
      with
      the prior written consent of the NIMS Insurer (which consent shall not be
      unreasonably withheld) or at the direction of the NIMS Insurer, may, at its
      option, terminate this Agreement by purchasing, on the next succeeding
      Distribution Date, all of the outstanding Mortgage Loans and REO Properties
      at a
      price equal to (A) the greater of (i) the aggregate Stated Principal Balance
      of
      the Mortgage Loans (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and the appraised value of the REO Properties and (ii) the fair market
      value of the Mortgage Loans and REO Properties (as determined and as agreed
      upon
      by (w) the Terminator, (x) the NIMS Insurer, (y) the Holders of a majority
      in
      Percentage Interest of the Class C Certificates and (z) if the Holders of the
      LIBOR Certificates will not receive all amounts due and payable as a result
      of
      the exercise of the option by the Terminator, the Trustee, in their good faith
      business judgment as of the close of business on the third Business Day next
      preceding the date upon which notice of any such termination is furnished to
      the
      related Certificateholders pursuant to Section 10.01(b)), plus, (B) in each
      case, accrued and unpaid interest thereon at the weighted average of the
      Mortgage Rates through the end of the Due Period preceding the Final
      Distribution Date, plus any unreimbursed Servicing Advances and Advances and
      any
      unpaid Master Servicing Fees and Servicing Fees allocable to such Mortgage
      Loans
      and REO Properties and all amounts, if any, then due and owing to the Trustee,
      the Master Servicer, the Certificate Insurer and the Securities Administrator
      under this Agreement, plus
      any
      Basis Risk Shortfalls then remaining unpaid or which is due to the exercise
      of
      such option (the “Termination
      Price”);
      provided,
      however,
      such
      option may only be exercised if the Termination Price is sufficient to result
      in
      the payment of all interest accrued on, as well as amounts necessary to retire
      the Class Principal Balance of, each Class of Certificates issued pursuant
      to
      this Agreement; and, provided,
      further,
      that if
      there are any NIM Notes outstanding, the Master Servicer may only exercise
      its
      option after receiving the prior written consent of the holders of such NIM
      Notes and, if such consent is given, the Termination Price shall also include
      an
      amount equal to the sum of (1) any accrued interest on the NIM Notes, (2) the
      unpaid principal balance of any such NIM Notes and (3) any other reimbursable
      expenses owed by the issuer of the NIM Notes (the “NIM
      Redemption Amount”).
      If
      the fair market value of the Mortgage Loans and REO Properties shall be required
      to be made and agreed upon by the Master Servicer, if it is Terminator, and
      the
      Holders of a majority of Percentage Interest of the Class C Certificates as
      provided in (ii) above in their good faith business judgment, and such
      determination shall take into consideration an appraisal of the value of the
      Mortgage Loans and REO Properties conducted by an independent appraiser mutually
      agreed upon by the Master Servicer, if it is the Terminator, the Holders of
      a
      majority in Percentage Interest of the Class C Certificates and the Terminator
      in their reasonable discretion, such appraisal to be obtained by the Holders
      of
      a majority in Percentage Interest of the Class C Certificates at their expense,
      and (A) such appraisal shall be obtained at no expense to the Trustee and (B)
      the Trustee may conclusively rely on, and shall be protected in relying on,
      such
      fair market value determination. No such purchase by the Terminator will be
      permitted without the consent of the NIMS Insurer and the consent of the
      Certificate Insurer if a draw on the Certificate Insurance Policy will be made
      or if any amounts due to the Certificate Insurer would remain unreimbursed
      on
      the date of termination.

     

    
      
        
        

      

      
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    If
      the
      Master Servicer does not exercise its option as described above, then the NIMS
      Insurer shall have the right to direct the Master Servicer to exercise such
      option and (i) the NIMS Insurer shall remit the Termination Price in immediately
      available funds to the Master Servicer at least three Business Days prior to
      the
      applicable Distribution Date and, upon receipt of such funds from the NIMS
      Insurer, the Master Servicer shall promptly deposit such funds in the
      Distribution Account and (ii) upon the termination of the Trust Fund, the
      Trustee will transfer the property of the Trust Fund to the NIMS Insurer. The
      NIMS Insurer shall be obligated to reimburse the Master Servicer for its
      reasonable out-of-pocket expenses incurred in connection with its termination
      of
      the Trust Fund at the direction of the NIMS Insurer and shall indemnify and
      hold
      harmless the Master Servicer for all losses, liabilities or expenses resulting
      from any claims directly resulting from or relating to the Terminator’s
      termination of the Trust Fund at the direction of the NIMS Insurer, except
      to
      the extent such losses, liabilities or expenses arise out of or result from
      the
      Master Servicer’s negligence, bad faith or willful misconduct. No such purchase
      by the Terminator will be permitted without the consent of the NIMS Insurer
      and
      the consent of the Certificate Insurer if a draw on the Certificate Insurance
      Policy will be made or if any amounts due to the Certificate Insurer would
      remain unreimbursed on the Final Distribution Date.

     

    
      
        
        

      

      
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    In
      connection with any such purchase pursuant to the preceding paragraph, the
      Master Servicer shall deposit in the Distribution Account all amounts then
      on
      deposit in the Distribution Account, which deposit shall be deemed to have
      occurred immediately preceding such purchase.

     

    No
      such
      purchase by the Terminator will be permitted without the consent of the
      Certificate Insurer if a draw on the Certificate Insurance Policy will be made
      or if any amounts due to the Certificate Insurer would remain unreimbursed
      on
      the Final Distribution Date

     

    (b) Notice
      of
      any termination pursuant to the second paragraph of Section 10.01(a), specifying
      the Distribution Date (which shall be a date that would otherwise be a
      Distribution Date) upon which the Certificateholders may surrender their
      Certificates to the Certificate Registrar for payment of the final distribution
      and cancellation, shall be given promptly by the Trustee upon the Trustee
      receiving notice of such date from the Master Servicer by letter to the
      Certificateholders mailed not earlier than the 10th day and not later than
      the 19th day of the month immediately preceding the month of such final
      distribution specifying (1) the Distribution Date upon which final
      distribution of the Certificates will be made upon presentation and surrender
      of
      such Certificates at the office or agency of the Certificate Registrar therein
      designated, (2) the amount of any such final distribution and (3) that
      the Record Date otherwise applicable to such Distribution Date is not
      applicable, distributions being made only upon presentation and surrender of
      the
      Certificates at the office or agency of the Certificate Registrar therein
      specified. The Trustee shall give such notice to the Securities Administrator,
      the Master Servicer, the Certificate Insurer, the Certificate Registrar and
      the
      Basis Risk Cap Provider 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 and the Trustee 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 Trustee’s obligation hereunder to hold all amounts payable to
      Certificateholders in trust without interest pending such payment.

     

    (c) Upon
      presentation and surrender of the Certificates, the Securities Administrator,
      as
      Paying Agent, shall cause to be distributed to the Holders of the Certificates
      on the Distribution Date for such final distribution, in proportion to the
      Percentage Interests of their respective Class and to the extent that funds
      are
      available for such purpose, an amount equal to the amount required to be
      distributed to such Holders in accordance with the provisions of
      Section 5.01 hereof for such Distribution Date; provided,
      however,
      that
      with respect to amounts that would otherwise be distributed to the Class R
      Certificates (i) with respect to the Group 1 Mortgage Loans on the Final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      2A-1A, Class 2A-1B and Class 2A-1C Certificates, pro
      rata
      up to
      the amount by which the aggregate Class Principal Balance of the classes of
      Senior Certificates related to Loan Group 2 on such date is greater than the
      Loan Group Balance of the related Group 2 Mortgage Loans for such Distribution
      Date and (ii) with respect to the Group 2 Mortgage Loans on the Final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      1A-1A
      Certificates, up to the amount by which the Class Principal Balance of such
      class of Senior Certificates related to Loan Group 1 on such date is greater
      than the Loan Group Balance of the related Group 1 Mortgage Loans for such
      Distribution Date.

     

    
      
        
        

      

      
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    (d) In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such Final Distribution Date, the
      Securities Administrator shall promptly following such date cause all funds
      in
      the Distribution Account not distributed in final distribution to
      Certificateholders to be withdrawn therefrom and credited to the remaining
      Certificateholders by depositing such funds in a separate account for the
      benefit of such Certificateholders, and within six months, the Trustee 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 nine months after the second notice all the
      Certificates shall not have been surrendered for cancellation, the Master
      Servicer shall be entitled to all unclaimed funds and other assets which remain
      subject hereto, and the Securities Administrator and the Trustee upon transfer
      of such funds shall be discharged of any responsibility for such funds, and
      the
      Certificateholders shall look to the Master Servicer for payment.

     

    SECTION
      10.02. Additional Termination Requirements.

     

    (a) In
      the
      event the purchase option provided in Section 10.01 is exercised, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Trustee at the direction of the Securities Administrator shall sell any
      remaining assets of the Trust Fund to Downey or its designee or Wells Fargo
      Bank, N.A. or its designee, for cash and, within 90 days of such sale, shall
      distribute to (or credit to the account of) the Certificateholders the proceeds
      of such sale together with any cash on hand (less amounts retained to meet
      claims) in complete liquidation of the Trust Fund, and each REMIC created
      hereunder; and

     

    (ii) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC created hereunder stating that pursuant to Treasury
      Regulation §1.860F-1, the first day of the 90 day liquidation period for such
      REMIC was the date on which the Trustee sold the assets of the Trust Fund and
      shall satisfy all requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder as evidenced by an Opinion of Counsel
      delivered to the Trustee, the Certificate Insurer and the Securities
      Administrator obtained at the expense of the Seller.

     

    (b) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee and the Securities Administrator as their attorneys in fact to undertake
      the foregoing steps.

     

    SECTION
      10.03. NIMS Insurer Optional Purchase Right of Distressed Mortgage
      Loans.

     

    The
      NIMS
      Insurer, if any, may purchase any Distressed Mortgage Loan for a purchase price
      equal to the outstanding principal balance of such Mortgage Loan, plus accrued
      interest thereon to the date of purchase plus any unreimbursed Advances,
      Servicing Advances or Servicing Fees allocable to such Distressed Mortgage
      Loan.
      Any such purchase shall be accomplished by the NIMS Insurer’s remittance of the
      purchase price for the Distressed Mortgage Loan to the Securities Administrator
      for deposit into the Distribution Account. The NIMS Insurer shall not use any
      procedure in selecting Distressed Mortgage Loans to be purchased which would
      be
      materially adverse to Certificateholders.

     

    
      
        
        

      

      
        171

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

     

    DISPOSITION
      OF TRUST FUND ASSETS

     

    SECTION
      11.01. Disposition of Trust Fund Assets.

     

    Neither
      the Trust Fund, nor this Agreement, may be terminated or voided, or any
      disposition of the assets of the Trust Fund effected, other than in accordance
      with the terms hereof, except to the extent that Holders representing no less
      than the entire beneficial ownership interest of the Certificates have consented
      in writing to such action.

     

    ARTICLE
      XII 

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee (with the consent
      of any NIMS Insurer) without the consent of the Certificateholders and (x)
      with
      respect to any amendment that adversely affects the interest of any of the
      Certificate Insurer or the Holders of the Insured Certificates, with the prior
      written consent of the
      Certificate Insurer, and (y) with respect to any amendment that materially
      and
      adversely affects the interest of the Credit Risk Manager, with the prior
      written consent of the Credit Risk Manager, (i) to cure any ambiguity,
      (ii) to correct or supplement any provisions herein which may be defective
      or inconsistent with any other provisions herein, (iii) to make any other
      provisions with respect to matters or questions arising under this Agreement,
      which shall not be inconsistent with the provisions of this Agreement, or (iv)
      to conform the terms hereof to the description thereof provided in the
      Prospectus or the Private Placement Memorandum, as applicable; provided,
      however,
      that
      any such action listed in clause (i) through (iii) above shall not
      adversely affect in any material respect the interests of any Certificateholder;
      provided,
      further,
      that
      any such action listed in (i) through (iii) above shall be deemed not to
      adversely affect in any material respect the interests of any Certificateholder,
      if evidenced by (i) written notice to the Depositor, the Seller, the Master
      Servicer, the Securities Administrator, any NIMS Insurer, the Certificate
      Insurer and the Trustee from the Rating Agency that such action will not result
      in the reduction or withdrawal of the rating of any outstanding Class of
      Certificates with respect to which it is a Rating Agency (without regard to
      the
      Certificate Insurance Policy) or (ii) an Opinion of Counsel to the effect
      that such amendment shall not adversely affect in any material respect the
      interests of any Certificateholder (without taking into account the benefits
      under the Certificate Insurance Policy), is permitted by the Agreement and
      all
      the conditions precedent, if any, have been complied with, delivered to the
      Trustee, the Securities Administrator, the Master Servicer and any NIMS Insurer
      and the Certificate Insurer.

     

    
      
        
        

      

      
        172

        
          

        

      

      
        
        

      

    

     

    In
      addition, this Agreement may be amended from time to time by Seller, the
      Depositor, the Master Servicer, the Securities Administrator, and the Trustee
      with the consent of any NIMS Insurer, the Majority Certificateholders and (x)
      the Certificate Insurer (if the proposed amendment adversely affects in any
      respect the rights and interest of the Certificate Insurer) and (y) with respect
      to any amendment that materially and adversely affects the interest of the
      Credit Risk Manager, with the prior written consent of the Credit Risk Manager,
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders of Certificates; and subject, in the case
      of
      any amendment or modification to Section 5.01(a) hereof, to the consent of
      Deutsche Bank National Trust Company, as Custodian; provided,
      however,
      that no
      such amendment or waiver shall (x) reduce in any manner the amount of, or
      delay the timing of, payments on the Certificates that are required to be made
      on any Certificate without the consent of the Holder of such Certificate,
      (y) adversely affect in any material respect the interests of the Holders
      of any Class of Certificates in a manner other than as described in clause
      (x)
      above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 662/3%
      Percentage Interest in such Class, or (z) reduce the percentage of Voting
      Rights required by clause (y) above without the consent of the Holders of
      all Certificates of such Class then outstanding. Upon approval of an amendment,
      a copy of such amendment shall be sent to the Rating Agency.

     

    Notwithstanding
      any provision of this Agreement to the contrary, each of the Trustee and the
      NIMS Insurer shall not consent to any amendment to (1) this Agreement unless
      they shall have first received an Opinion of Counsel, delivered by and at the
      expense of the Person seeking such Amendment (unless such Person is the Trustee,
      in which case the Trustee shall be entitled to be reimbursed for such expenses
      by the Trust Fund pursuant to Section 8.05 hereof), to the effect that such
      amendment will not result in the imposition of an Adverse REMIC Event and that
      the amendment is being made in accordance with the terms hereof, such amendment
      is permitted by this Agreement and all conditions precedent, if any, have been
      complied with and (2) the Reconstitution Agreement unless it shall have received
      the consent of the Certificate Insurer.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the Seller
      (but in no event at the expense of the Securities Administrator or the Trustee),
      otherwise at the expense of the Trust Fund, a copy of such amendment and the
      Opinion of Counsel referred to in the immediately preceding paragraph to the
      Master Servicer, the Certificate Insurer, the NIMS Insurer and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment;
      instead it shall be sufficient if such consent shall approve the substance
      thereof. The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable regulations as the Trustee may prescribe.

     

    The
      Trustee, the Master Servicer and Securities Administrator may, but shall not
      be
      obligated to, enter into any amendment pursuant to this 12.01 Section that
      affects its rights, duties and immunities under this Agreement or
      otherwise.

     

    
      
        
        

      

      
        173

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.02. Recordation of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the Mortgaged Properties
      are situated, and in any other appropriate public recording office or elsewhere,
      such recordation to be effected by the Trustee at the expense of the Trust
      Fund,
      but only upon direction of Certificateholders accompanied by an Opinion of
      Counsel to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders and the Certificate
      Insurer.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall together constitute but one and the same
      instrument.

     

    SECTION
      12.03. Limitation on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate
      this Agreement or the Trust Fund, (ii) entitle such Certificateholder’s
      legal representatives or heirs to claim an accounting or to take any action
      or
      proceeding in any court for a partition or winding up of the Trust Fund or
      (iii) otherwise affect the rights, obligations and liabilities of the
      parties hereto or any of them.

     

    Except
      as
      expressly provided for herein, no Certificateholder shall have any right to
      vote
      or in any manner otherwise control the operation and management of the Trust
      Fund, or the obligations of the parties hereto, nor shall anything herein set
      forth or contained in the terms of the Certificates be construed so as to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      person by reason of any action taken by the parties to this Agreement pursuant
      to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall, with the prior written
      consent of any NIMS Insurer, have made written request upon the Trustee to
      institute such action, suit or proceeding in its own name as Trustee hereunder
      and shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee for 15 days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given the Trustee by such Certificateholder or any NIMS
      Insurer. It is understood and intended, and expressly covenanted by each
      Certificateholder with every other Certificateholder, any NIMS Insurer, the
      Securities Administrator and the Trustee, that no one or more Holders of
      Certificates shall have any right in any manner whatever by virtue of any
      provision of this Agreement to affect, disturb or prejudice the rights of the
      Holders of any other of such Certificates or the rights of any NIMS Insurer,
      or
      to obtain or seek to obtain priority over or preference to any other such Holder
      or any NIMS Insurer, which priority or preference is not otherwise provided
      for
      herein, or to enforce any right under this Agreement, except in the manner
      herein provided and for the equal, ratable and common benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section 12.03, each and every Certificateholder, the NIMS Insurer and the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.

     

    
      
        
        

      

      
        174

        
          

        

      

      
        
        

      

    

     

    By
      accepting its Insured Certificate, each Holder of an Insured Certificate agrees
      that, unless a Certificate Insurer Default exists and is continuing, the
      Certificate Insurer shall have the right to exercise all rights of the Holders
      of the Insured Certificates under this Agreement (other than the right to
      receive distributions on the Insured Certificates) without any further consent
      of the Holders of the Insured Certificates and the Holders of the Insured
      Certificates shall exercise any such rights only upon the written consent of
      the
      Certificate Insurer; provided,
      however,
      each
      Holder of an Insured Certificate and the Certificate Insurer will have the
      right
      to receive statements and reports hereunder. Notwithstanding the foregoing,
      the
      Certificate Insurer shall have no power without the consent of the Holder of
      each Insured Certificate affected thereby to: (i) reduce in any manner the
      amount of, or delay the timing of, distributions of principal or interest
      required to be made hereunder or reduce the Percentage Interest of the Holders
      of the Insured Certificates, the applicable Pass-Through Rate or the Termination
      Price with respect to any of the Insured Certificates; (ii) reduce the
      percentage of Percentage Interests specified in Section 12.01 which are required
      to amend this Agreement; (iii) create or permit the creation of any lien against
      any part of the Trust Fund; (iv) modify any provision in any way which would
      permit an earlier retirement of the Insured Certificates; or (v) amend this
      sentence.

     

    SECTION
      12.04. Governing Law; Jurisdiction.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW 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
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service, to (a) in the
      case of the Seller, to Greenwich Capital Financial Products, Inc.,
      600 Steamboat Road, Greenwich, Connecticut 06830, Attention: General
      Counsel (telecopy number (203) 618-2132), or such other address or telecopy
      number as may hereafter be furnished to the Depositor, the Master Servicer,
      the
      Certificate Insurer, the Securities Administrator and the Trustee in writing
      by
      the Seller, (b) in the case of the Trustee, to the Corporate Trust Office or
      such other address or telecopy number as may hereafter be furnished to the
      Depositor, the Master Servicer, the Securities Administrator, the Certificate
      Insurer and the Seller in writing by the Trustee, (c) in the case of the
      Depositor, to Greenwich Capital Acceptance, Inc., 600 Steamboat Road,
      Greenwich, Connecticut 06830, Attention: Legal (telecopy number (203) 618-2132),
      or
      such other address or telecopy number as may be furnished to the Seller, the
      Master Servicer, the Securities Administrator, the Certificate Insurer and
      the
      Trustee in writing by the Depositor; (d) in the case of the Master Servicer
      or
      Securities Administrator, for certificate transfer purposes, at its Corporate
      Trust Office and for all other purposes at P.O. Box 98, Columbia, Maryland
      21046, or for overnight delivery, at 9062 Old Annapolis Road, Columbia, Maryland
      21045 (Attention: DSLA Mortgage Loan Trust 2007-AR1), Facsimile no.: (410)
      715-2380, or such other address or telecopy number as may be furnished to the
      Depositor, the Seller, the Certificate Insurer and the Trustee in writing by
      the
      Master Servicer or the Securities Administrator, as applicable; (e) in the
      case
      of the Credit Risk Manager, Clayton Fixed Income Services Inc., 1700 Lincoln
      Street, Suite 1600, Denver, Colorado 80203, Attention: General Counsel; (f)
      in
      the case of the Certificate Insurer, Ambac Assurance Corporation, One State
      Street Plaza, New York, New York 10004, Attention: DSLA 2007-AR1 (telecopy
      number 212-208-3547),
      or
      such other address or telecopy number as may be furnished to the Depositor,
      the
      Seller, the Master Servicer, the Securities Administrator and the Trustee in
      writing by the Certificate Insurer; and (g) in the case of the Basis Risk Cap
      Provider, to The Bank of New York, at the address therefore set forth in the
      Basis Risk Cap Agreement,. Any notice required or permitted to be mailed to
      a
      Certificateholder shall be given by first class mail, postage prepaid, at the
      address of such Holder as shown in the Certificate Register. Notice of any
      Event
      of Default shall be given by telecopy and by certified mail. Any notice so
      mailed within the time prescribed in this Agreement shall be conclusively
      presumed to have duly been given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder shall also be mailed to the appropriate party in the manner
      set forth above. Any notice required to be delivered by the Securities
      Administrator to the Depositor pursuant to Section 3.19 may be delivered by
      the
      Securities Administrator, notwithstanding any provision of this Agreement to
      the
      contrary, to Greenwich Capital Acceptance, Inc., 600 Steamboat Road,
      Greenwich, Connecticut 06830, Attention: Mark Hagelin (telephone number (203)
      618-2596; fax number (203) 422-4284; e-mail mark.hagelin@gcm.com), or such
      other
      address or telecopy number as may be furnished to the Securities Administrator
      in writing by the Depositor.

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.06. Severability of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall for any reason whatsoever be held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      12.07. Article and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.08. Notice to the Rating Agencies.

     

    (a) The
      Trustee shall be obligated to use its best reasonable efforts promptly to
      provide notice to the Rating Agencies, the Certificate Insurer and any NIMS
      Insurer with respect to each of the following of which a Responsible Officer
      of
      the Trustee has actual knowledge:

     

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

     

    (ii) the
      occurrence of any Event of Default that has not been cured or
      waived;

     

    (iii) the
      resignation or termination of the Master Servicer, the Securities Administrator
      or the Trustee;

     

    (iv) the
      final
      payment to Holders of the Certificates of any Class; and

     

    (v) any
      change in the location of any Account.

     

    (b) If
      the
      Trustee is acting as a successor Master Servicer pursuant to Section 7.02
      hereof, the Trustee shall notify the Rating Agencies of any event that would
      result in the inability of the Trustee to make Advances as successor Master
      Servicer:

     

    (c) The
      Master Servicer shall promptly furnish to each Rating Agency copies of the
      following, unless such documents were made available on the Securities
      Administrator’s website:

     

    (i) each
      Distribution Date Statement described in Section 5.04 hereof;

     

    (ii) each
      annual statement as to compliance described in Section 3.17 hereof;

     

    (iii) each
      annual assessment of compliance and attestation report described in Section
      3.16
      hereof; and

     

    (iv) each
      notice delivered pursuant to Section 5.05(b) hereof which relates to the fact
      that the Master Servicer has not made an Advance.

     

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

     

    If
      to
      Moody’s, to:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street 

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    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

    Facsimile
      number: (212) 438-2661


     

    SECTION
      12.09. Further Assurances.

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    SECTION
      12.10. Benefits of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders and the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    The
      Certificate Insurer is an intended third-party beneficiary of this Agreement
      with respect to the rights of the Insured Certificates. Any right conferred
      to
      the Certificate Insurer, other than the rights to receive notices or
      documentation, shall be suspended after the occurrence and during the
      continuation of a Certificate Insurer Default. During any period of suspension,
      the Certificate Insurer’s rights hereunder shall vest in the Holders of the
      Insured Certificates (to the extent such Holders otherwise has such rights
      hereunder). At such time as the Class Principal Balance of the Insured
      Certificates has been reduced to zero and the Certificate Insurer has been
      reimbursed for all amounts to which it is entitled hereunder, the Certificate
      Insurer’s rights hereunder shall terminate.

     

    The
      Depositor shall promptly notify the Custodians, the Securities Administrator
      and
      the Trustee in writing of the issuance of any Class of NIM Notes and the
      identity of any related NIMS Insurer. Thereafter, the NIMS Insurer shall be
      deemed a third-party beneficiary of this Agreement to the same extent as if
      it
      were a party hereto, and shall be subject to and have the right to enforce
      the
      provisions of this Agreement so long as the NIM Notes remaining outstanding
      or
      the NIMS Insurer is owed amounts in respect of its guarantee of payment of
      such
      NIM Notes. 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, the Yield Maintenance Provider and its successors and
      assignees under the Yield Maintenance Agreement, the Holders of the Certificates
      and the NIMS Insurer, any benefit or any legal or equitable right, power, remedy
      or claim under this Agreement.

     

    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.11. Acts of Certificateholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee or the Securities
      Administrator and, when expressly required under this Agreement, to the Master
      Servicer. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “act” of the
      Certificateholders signing such instrument or instruments. Proof of execution
      of
      any such instrument or of a writing appointing any such agent shall be
      sufficient for any purpose of this Agreement and conclusive in favor of the
      Trustee and the Trust Fund, if made in the manner provided in this
      Section 12.11.

     

    (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
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      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 or the Trust Fund
      in reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    SECTION
      12.12. Successors and Assigns.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    SECTION
      12.13. Provision of Information.

     

    For
      so
      long as any of the Certificates of any Class are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Depositor agrees
      to
      provide to any Certificateholders, any NIM Security Holder 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. 

     

    The
      Securities Administrator shall provide to any person to whom a Prospectus or
      Private Placement Memorandum was delivered by Greenwich Capital Markets, Inc.
      (as identified by Greenwich Capital Markets, Inc.), upon the request of such
      person specifying the document or documents requested (and certifying that
      it is
      a Person entitled hereunder), (i) a copy (excluding exhibits) of any report
      on
      Form 8-K, Form 10-D or Form 10-K filed with the Securities and Exchange
      Commission pursuant to this Agreement and (ii) a copy of any other document
      incorporated by reference in the Prospectus or Private Placement Memorandum
      (to
      the extent in the Securities Administrator’s possession). Any reasonable
      out-of-pocket expenses incurred by the Securities Administrator in providing
      copies of such documents shall be reimbursed by the Depositor.

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.14. Transfer of Servicing.

     

    The
      Master Servicer shall not consent to or approve the assignment of the Servicing
      Agreement or the servicing thereunder or the delegation of a substantial portion
      of the Servicer’s rights or duties thereunder unless it shall have first
      received a letter from each Rating Agency to the effect that such action on
      the
      part of the applicable Servicer will not result in a qualification, withdrawal
      or downgrade of the then-current rating of any of the Certificates (without
      regard to the Certificate Insurance Policy). The Master Servicer (on behalf
      of
      the Trust Fund) shall be entitled to conclusively rely upon documents received
      by it pursuant to clauses (i) and (ii) above in providing such written approval
      to the applicable Servicer and shall not be liable for any action taken,
      suffered or omitted by it in good faith and believed by it to be authorized
      or
      within the discretion or rights or powers conferred upon it by this Agreement
      with respect to such approval.


    
      
        
        

      

      
        180

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
      by their respective officers thereunto duly authorized, all as of the day and
      year first above written.

    
      	 	 	 
	 	
              GREENWICH
                CAPITAL
                ACCEPTANCE, INC.,

              as
                Depositer

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shakti Radhakishun
	 	
              
                

              

              Name: Shakti Radhakishun

              
                Title: Senior
                  Vice President

              

            


    

    
      	 	 	 
	 	 
	 	
              GREENWICH
                CAPITAL
                FINANCIAL 

              PRODUCTS,
                INC., as
                Seller

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shakti Radhakishun
	 	
              

              
                Name: Shakti Radhakishun
Title:
                Senior Vice President

            


    

    
      	 	 	 
	 	 
	 	
              WELLS
                FARGO BANK, N.A., 

              as
                Master Servicer

            
	 
 	 
 	 
 
	 	By:  	/s/
              Graham M. Oglesby
	 	
              
                

              

              Name: Graham M. Oglesby

              Title: Assistant Vice
                President

            


    

    
      	 	 	 
	 	 
	 	
              WELLS
                FARGO BANK, N.A., 

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	/s/
              Graham M. Oglesby 
	 	
              
                

              

              Name: Graham M. Oglesby

              Title:  Assistant Vice
                President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK NATIONAL TRUST 

              COMPANY,
                as Trustee and Custodian

            
	 
 	 
 	 
 
	 	By:  	/s/
              Melissa Wilman 
	 	
              
                

              

              Name: Melissa Wilman

              Title: Vice
                President

            


    

    
      	 	 	 
	 	By:  	/s/
              Ronaldo Reyes 
	 	
              
                

              

              Name: Ronaldo Reyes

              Title: Vice
                President

            


    

    
      	 	 	 
	 	 
	 	
              CLAYTON
                FIXED INCOME SERVICES INC.,

              as
                Credit Risk
                Manager

            
	 
 	 
 	 
 
	 	By:  	/s/
              Kevin J. Kanouff 
	 	
              
                

              

              Name: Kevin J. Kanouff

              Title: President and General
                Counsel

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    MORTGAGE
      LOAN SCHEDULE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    FORM
      OF SENIOR CERTIFICATE

     

    CLASS
      [    ]A[-1[    ]] CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL MATURITY
      RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR
      ON
      BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
      TO
      SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE
      FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING
      OF
      SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH CERTIFICATE, WILL
      NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
      SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS
      EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA
      OR
      SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR IN THIS CERTIFICATE WILL BE
      DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL FURTHER
      BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE
      OR
      OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION OF THE FOREGOING. 

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

    

      
        	
                Certificate
                  No.:

              	
                [        
                  ]

              
	 	 
	
                Cut-Off
                  Date:

              	
                February
                  1, 2007

              
	 	 
	
                First
                  Distribution Date:

              	
                March
                  19, 2007

              
	 	 
	
                Initial
                  Certificate Principal 

                Balance
                  of this Certificate 

                (“Denomination”):

              	
                $[      
                  ]

              


      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Original
                  Class Certificate Principal Balance of this Class:

              	
                $[      
                  ]

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                [      
                   ]

              
	 	 
	
                Class:

              	
                [    
                   ]A[-1[     ]]

              
	 	 
	Assumed
                Final
                Distribution Date:	March
                2037
	 	 
	[For
                the 1A-1B and Class 2A-1C Certificates Only:
                March
                2038]


      

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

       

    


    DSLA
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Class
      [   ]A[-1[   ]]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the Pooling and Servicing Agreement dated as of February 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
      and as securities administrator (in such capacity, the “Securities
      Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
      capacity, the “Trustee”). Accordingly, the Certificate Principal Balance of this
      Certificate at any time may be less than the Initial Certificate Principal
      Balance set forth on the face hereof, as described herein. This Certificate
      does
      not evidence an obligation of, or an interest in, and is not guaranteed by
      the
      Depositor, the Seller, the Master Servicer, the Securities Administrator or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the Original Class Certificate Principal Balance) in certain
      monthly distributions with respect to a Trust Fund consisting primarily of
      the
      Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant
      to the Agreement. To the extent not defined herein, capitalized terms used
      herein have the meanings assigned to them in the Agreement. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Certificate Registrar.


    
      
        
        

      

      
        A-3

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
      caused this Certificate to be duly executed.

     

    Dated:
      February ___, 2007

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By 	 
	 	
              

            


    

     

    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    
      	 	 	 	 
	By	 	 	 
	
              
                

              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            	 	 	
            


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF SUBORDINATE CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL MATURITY
      RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR
      ON
      BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
      TO
      SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE
      FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING
      OF
      SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH CERTIFICATE, WILL
      NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
      SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS
      EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA
      OR
      SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR IN THIS CERTIFICATE WILL BE
      DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL FURTHER
      BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE
      OR
      OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION OF THE FOREGOING.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

    

      
        	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                February
                  1, 2007

              
	 	 
	
                First
                  Distribution Date:

              	
                March
                  19, 2007

              


      

       

    

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Initial
                  Certificate Principal Balance of this Certificate 

                (“Denomination”):

              	$[      
                ]
	 	 
	
                Original
                  Class Certificate Principal Balance of this Class:

              	
                $[      
                  ]

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                [      
                   ]

              
	 	 
	
                Class:

              	
                
                  M-[    
                    ]

                

              
	 	 
	Assumed
                Final
                Distribution Date:	March
                2037


      

      

        
          
            
            

          

          
            B-2

            
              

            

          

           

        

      

       

    

    DSLA
      Mortgage Loan Trust,

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Class
      M-[    ]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased
      from others by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the Pooling and Servicing Agreement dated as of February 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
      and as securities administrator (in such capacity, the “Securities
      Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
      capacity, the “Trustee”). Accordingly, the Certificate Principal Balance of this
      Certificate at any time may be less than the Initial Certificate Principal
      Balance set forth on the face hereof, as described herein. This Certificate
      does
      not evidence an obligation of, or an interest in, and is not guaranteed by
      the
      Depositor, the Seller, the Master Servicer, the Securities Administrator or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the Original Class Certificate Principal Balance) in certain
      monthly distributions with respect to a Trust Fund consisting primarily of
      the
      Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant
      to the Agreement. To the extent not defined herein, capitalized terms used
      herein have the meanings assigned to them in the Agreement. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Certificate Registrar.


    
      
        
        

      

      
        B-3

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
      caused this Certificate to be duly executed.

     

    Dated:
      February ___, 2007

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By 	 
	 	
              

            


    

     

    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    
      	 	 	 	 
	By
	 	 	 
	
              
                

              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            	 	 	
            



      
        
          
          

        

        
          B-4

          
            

          

        

         

      

    

     

    EXHIBIT
      C-1

     

    FORM
      OF CLASS C CERTIFICATE

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
      THE
      AGREEMENT REFERENCED HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
      IN THE AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (I)(A) PURSUANT
      TO A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
      OR
      (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
      ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, AND THAT (II) SUCH HOLDER IS NOT AN EMPLOYEE BENEFIT
      PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SECTION 4975 OF THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE “CODE”), THE TRUSTEE OF ANY SUCH PLAN OR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH
      PLAN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT 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 TO SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO
      HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON
      ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B) IF
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      A
      REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS
      DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE
      95-60”) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
      SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE
      WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
      ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      TO OR ON BEHALF OF A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

    
      

        
          	
                  Certificate
                    No.:

                	
                  1

                
	 	 
	
                  Cut-Off
                    Date:

                	
                  February
                    1, 2007

                
	 	 
	
                  
                    Initial
                      Certificate Principal Balance
                      of this Certificate

                     (“Denomination”): 

                  

                	
                  $[     
                     ]

                
	 	 
	Original
                  Class Principal
                  Balance of this Class: 	$[      
]
	 	 
	Percentage
                  Interest:	100%
	 	 
	Class:	C


        

        

          
            
              
              

            

            
              C-1-2

              
                

              

            

             

          

        

         

      

    

    DSLA
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Class
      C

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the Pooling and Servicing Agreement dated as of February 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
      and as securities administrator (in such capacity, the “Securities
      Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
      capacity, the “Trustee”). Accordingly, the Certificate Principal Balance of this
      Certificate at any time may be less than the Initial Certificate Principal
      Balance set forth on the face hereof, as described herein. This Certificate
      does
      not evidence an obligation of, or an interest in, and is not guaranteed by
      the
      Depositor, the Seller, the Master Servicer, the Securities Administrator or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that [_______________] is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the Denomination
      of
      this Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by the Depositor. The Trust Fund was created pursuant to the
      Agreement. To the extent not defined herein, capitalized terms used herein
      have
      the meanings assigned to them in the Agreement. This Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Certificate Registrar.

     

    No
      transfer of this Certificate shall be made unless the Certificate Registrar
      shall have received either (i) a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Certificate Registrar and the Depositor and in substantially the form attached
      to the Agreement, to the effect that such transferee is not an employee benefit
      or other plan or 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”), nor a person acting on
      behalf or investing plan assets of any such plan or arrangement, which
      representation letter shall not be an expense of the Securities Administrator
      or
      the Certificate Registrar, or (ii) if this Certificate has been the subject
      of
      an ERISA-Qualifying Underwriting and the purchaser is an insurance company,
      a
      representation that the purchaser is an insurance company which is purchasing
      such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such
      Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an
      Opinion of Counsel in accordance with the provisions of the Agreement.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      this Certificate to or on behalf of an employee benefit plan subject to ERISA
      or
      to the Code without the opinion of counsel satisfactory to the Certificate
      Registrar as described above shall be void and of no effect.

     

    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee and the
      Certificate Registrar of (a) a transfer affidavit of the proposed transferee
      and
      (b) a transfer certificate of the transferor, each of such documents to be
      in
      the form described in the Agreement, (iii) each person holding or acquiring
      any
      Ownership Interest in this Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Certificate Registrar
      as
      required pursuant to the Agreement, (iv) each person holding or acquiring an
      Ownership Interest in this Certificate must agree not to transfer an Ownership
      Interest in this Certificate if it has actual knowledge that the proposed
      transferee is not a Permitted Transferee and (v) any attempted or purported
      transfer of any Ownership Interest in this Certificate in violation of such
      restrictions will be absolutely null and void and will vest no rights in the
      purported transferee. The Securities Administrator will provide the Internal
      Revenue Service and any pertinent persons with the information needed to compute
      the tax imposed under the applicable tax laws on transfers of residual interests
      to disqualified organizations, if any person other than a Permitted Transferee
      acquires an Ownership Interest on a Class C Certificate in violation of the
      restrictions mentioned above.


    
      
        
        

      

      
        C-1-4

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
      caused this Certificate to be duly executed.

     

    Dated:
      February ___, 2007

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By 	 
	 	
              

            


    

    
       

    

    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    
      	 	 	 	 
	By	 	 	 
	
              
                

              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            	 	 	
            


    


    
      
        
        

      

      
        C-1-5

        
          

        

      

       

    


    EXHIBIT
      C-2

     

    FORM
      OF CLASS P CERTIFICATE

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
      THE
      AGREEMENT REFERENCED HEREIN. 

     

    THE
      HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
      IN THE AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
      “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
      INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
      IN
      SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
      HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
      THAT
      THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS 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 THAT THE PURCHASE
      AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
      95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
      THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
      TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.


    
      
        
        

      

      
        C-2-1

        
          

        

      

       

    

    

      
        	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                February
                  1, 2007

              
	 	 
	
                First
                  Distribution Date:

              	
                March
                  19, 2007

              
	 	 
	
                Initial
                  Certificate Principal Balance of this Certificate:

              	$100
	
              	 
	Original
                Class Principal Balance of this Class:	$100
	 	 
	Percentage
                Interest:	100%
	 	 
	Class:	P


      

      

        
          
            
            

          

          
            C-2-2

            
              

            

          

           

        

      

       

    

    DSLA
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Class
      P

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the Pooling and Servicing Agreement dated as of February 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
      and as securities administrator (in such capacity, the “Securities
      Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
      capacity, the “Trustee”). Accordingly, the Certificate Principal Balance of this
      Certificate at any time may be less than the Initial Certificate Principal
      Balance set forth on the face hereof, as described herein. This Certificate
      does
      not evidence an obligation of, or an interest in, and is not guaranteed by
      the
      Depositor, the Seller, the Master Servicer, the Securities Administrator or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that [_______________] is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the Denomination
      of
      this Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by the Depositor. The Trust Fund was created pursuant to the
      Agreement. To the extent not defined herein, capitalized terms used herein
      have
      the meanings assigned to them in the Agreement. This Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Certificate Registrar.

     

    No
      transfer of this Certificate shall be made unless the Certificate Registrar
      shall have received either (i) a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Certificate Registrar and the Depositor and in substantially the form attached
      to the Agreement, to the effect that such transferee is not an employee benefit
      or other plan or 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”), nor a person acting on
      behalf or investing plan assets of any such plan or arrangement, which
      representation letter shall not be an expense of the Securities Administrator
      or
      the Certificate Registrar, or (ii) if this Certificate has been the subject
      of
      an ERISA-Qualifying Underwriting and the purchaser is an insurance company,
      a
      representation that the purchaser is an insurance company which is purchasing
      such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such
      Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an
      Opinion of Counsel in accordance with the provisions of the Agreement.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      this Certificate to or on behalf of an employee benefit plan subject to ERISA
      or
      to the Code without the opinion of counsel satisfactory to the Certificate
      Registrar as described above shall be void and of no effect.

     

    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee and the
      Certificate Registrar of (a) a transfer affidavit of the proposed transferee
      and
      (b) a transfer certificate of the transferor, each of such documents to be
      in
      the form described in the Agreement, (iii) each person holding or acquiring
      any
      Ownership Interest in this Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee and the
      Certificate Registrar as required pursuant to the Agreement, (iv) each person
      holding or acquiring an Ownership Interest in this Certificate must agree not
      to
      transfer an Ownership Interest in this Certificate if it has actual knowledge
      that the proposed transferee is not a Permitted Transferee and (v) any attempted
      or purported transfer of any Ownership Interest in this Certificate in violation
      of such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee. The Securities Administrator will provide the Internal
      Revenue Service and any pertinent persons with the information needed to compute
      the tax imposed under the applicable tax laws on transfers of residual interests
      to disqualified organizations, if any person other than a Permitted Transferee
      acquires an Ownership Interest on a Class P Certificate in violation of the
      restrictions mentioned above.

     

    
      
        
        

      

      
        C-2-4

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
      caused this Certificate to be duly executed.

     

    Dated:
      February ___, 2007

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By  	 
	 	
              

            


    

     

    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    
      	 	 	 	 
	By	 	 	 
	
              
                

              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            	 	 	
            


    

     

    
      
        
        

      

      
        C-2-5

        
          

        

      

       

    


    EXHIBIT
      C-3

     

    FORM
      OF CLASS R CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER
      AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
      HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
      THAT
      THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
      OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III
      OF
      PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
      COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL
      BE
      VOID AND OF NO EFFECT.


    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              February
                1, 2007

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            
	 	 
	
              Class:

            	R


    

     

    
      
        
        

      

      
        C-3-1

        
          

        

      

       

    


    DSLA
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Class
      R

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the Pooling and Servicing Agreement dated as of February 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
      and as securities administrator (in such capacity, the “Securities
      Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
      capacity, the “Trustee”). Accordingly, the Certificate Principal Balance of this
      Certificate at any time may be less than the Initial Certificate Principal
      Balance set forth on the face hereof, as described herein. This Certificate
      does
      not evidence an obligation of, or an interest in, and is not guaranteed by
      the
      Depositor, the Seller, the Master Servicer, the Securities Administrator or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that [_______________] is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the Denomination
      of
      this Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by the Depositor. The Trust Fund was created pursuant to the
      Agreement. To the extent not defined herein, capitalized terms used herein
      have
      the meanings assigned to them in the Agreement. This Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Certificate Registrar.

     

    No
      transfer of this Certificate shall be made unless the Certificate Registrar
      shall have received either (i) a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Trustee and the Certificate Registrar and in substantially the form attached
      to
      the Agreement, to the effect that such transferee is not an employee benefit
      or
      other plan or 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”), nor a person acting on
      behalf or investing plan assets of any such plan or arrangement, which
      representation letter shall not be an expense of the Securities Administrator
      or
      the Certificate Registrar, or (ii) if this Certificate has been the subject
      of
      an ERISA-Qualifying Underwriting and if the purchaser is an insurance company,
      a
      representation that the purchaser is an insurance company which is purchasing
      such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such
      Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an
      Opinion of Counsel in accordance with the provisions of the Agreement.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      this Certificate to or on behalf of an employee benefit plan subject to ERISA
      or
      to the Code without the opinion of counsel satisfactory to the Certificate
      Registrar as described above shall be void and of no effect.

     

    
      
        
        

      

      
        C-3-2

        
          

        

      

      
        
        

      

    

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee and the
      Certificate Registrar of (a) a transfer affidavit of the proposed transferee
      and
      (b) a transfer certificate of the transferor, each of such documents to be
      in
      the form described in the Agreement, (iii) each person holding or acquiring
      any
      Ownership Interest in this Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee and the
      Certificate Registrar as required pursuant to the Agreement, (iv) each person
      holding or acquiring an Ownership Interest in this Certificate must agree not
      to
      transfer an Ownership Interest in this Certificate if it has actual knowledge
      that the proposed transferee is not a Permitted Transferee and (v) any attempted
      or purported transfer of any Ownership Interest in this Certificate in violation
      of such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee. The Securities Administrator will provide the Internal
      Revenue Service and any pertinent persons with the information needed to compute
      the tax imposed under the applicable tax laws on transfers of residual interests
      to disqualified organizations, if any person other than a Permitted Transferee
      acquires an Ownership Interest on a Class R Certificate in violation of the
      restrictions mentioned above.


    
      
        
        

      

      
        C-3-3

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
      caused this Certificate to be duly executed.

     

    Dated:
      February ___, 2007

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By  	 
	 	
              

            


    

     

    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    
      	 	 	 	 
	By	 	 	 
	
              
                

              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            	 	 	
            



      
        
          
          

        

        
          C-3-4

          
            

          

        

         

      

    

     

    EXHIBIT
      D

     

    FORM
      OF REVERSE CERTIFICATE

     

    DSLA
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-AR1

    Reverse
      Certificate

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      DSLA
      Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-AR1
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust Fund created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholder for any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 19th
      day of
      each month, or if the 19th
      day is
      not a Business Day, then on the next succeeding Business Day (the “Distribution
      Date”), commencing on the Distribution Date in March 2007, to the Person in
      whose name this Certificate is registered at the close of business on the
      applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made, (i) in the case of a Physical Certificate,
      by
      check or money order mailed to the address of the person entitled thereto as
      it
      appears on the Certificate Register or, upon the request of a Certificateholder,
      by wire transfer as set forth in the Agreement and (ii) in the case of a
      Book-Entry Certificate, to the Depository, which shall credit the amounts of
      such distributions to the accounts of its Depository Participants in accordance
      with its normal procedures. The final distribution on each Certificate shall
      be
      made in like manner, but only upon presentment and surrender of such Certificate
      at the office or agency of the Certificate Registrar specified in the notice
      to
      Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights of the Certificateholders under
      the
      Agreement at any time, by the Depositor, the Seller, the Master Servicer, the
      Securities Administrator, the Trustee and Holders of the requisite percentage
      of
      the Percentage Interests of each Class of Certificates affected by such
      amendment, as specified in the Agreement. Any such consent by the Holder of
      this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange therefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the office or agency maintained by the Certificate Registrar
      accompanied by a written instrument of transfer in form satisfactory to the
      Certificate Registrar duly executed by the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      of the same Class in authorized denominations and evidencing the same aggregate
      Percentage Interest in the Trust Fund will be issued to the designated
      transferee or transferees. The Certificates are issuable only as registered
      Certificates without coupons in denominations specified in the Agreement. As
      provided in the Agreement and subject to certain limitations set forth therein,
      Certificates are exchangeable for new Certificates of the same Class in
      authorized denominations and evidencing the same aggregate Percentage Interest,
      as requested by the Holder surrendering the same. No service charge will be
      made
      for any such registration of transfer or exchange, but the Certificate Registrar
      may require payment of a sum sufficient to cover any tax or other governmental
      charge payable in connection therewith.

     

    Subject
      to the terms of the Agreement, each Class of Book-Entry Certificates will be
      registered as being held by the Depository or its nominee and beneficial
      interests will be held by Certificate Owners through the book-entry facilities
      of the Depository or its nominee in minimum denominations of $25,000 and
      integral dollar multiples of $1 in excess thereof, provided,
      that,
      such
      certificates must be purchased in minimum total investments of at least
      $100,000.

     

    Each
      of
      the Class C and Class P Certificates shall be issued in a minimum Percentage
      Interest of 5% and in integral percentage of multiples of 1% in excess
      thereof.

     

    The
      Class
      R Certificates shall be issued as a single certificate and will be maintained
      in
      physical form.

     

    The
      Depositor, the Seller, the Master Servicer, the Securities Administrator, the
      Trustee, the Certificate Registrar and any agent of the foregoing may treat
      the
      Person in whose name this Certificate is registered as the owner hereof for
      all
      purposes, and none of the Depositor, the Seller, the Trustee, the Master
      Servicer, the Securities Administrator, the Certificate Registrar or any agent
      of any of them shall be affected by any notice to the contrary.

     

    On
      any
      Distribution Date following the date on which the aggregate of the Stated
      Principal Balances of the Mortgage Loans on such date is equal to or less than
      10% of the Cut-Off Date Aggregate Principal Balance, the Servicer, with the
      prior written consent of the NIMS Insurer or at the direction of the NIMS
      Insurer may, at its option, terminate the Agreement by purchasing all of the
      outstanding Mortgage Loans and REO Properties at the Termination Price as
      provided in the Agreement. In the event that the Servicer does not exercise
      its
      right of optional termination, the obligations and responsibilities created
      by
      the Agreement will terminate upon the earliest of (i) the Distribution Date
      on
      which the Class Certificate Principal Balance of each Class of Certificates
      has
      been reduced to zero, (ii) the final payment or other liquidation of the last
      Mortgage Loan and (iii) the Latest Possible Maturity Date.

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent not defined herein, capitalized terms used herein have the meanings
      assigned to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.


    
      
        
        

      

      
        D-3

        
          

        

      

       

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto_______________________________________________________________

     

    
      (Please
        print or typewrite name and address including postal ZIP code of
        assignee)

    

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:
      _____________________________________________________________________________.

     

    Dated:
      _____________

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
              by or on behalf of
              assignor


    


    
      
        
        

      

      
        D-4

        
          

        

      

       

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to________________________________________________for
      the
      account of_________________________________, account
      number ________________________, or, if mailed by check, to
      ____________ _______________________Applicable
      statements should be mailed to ___________________________________________
      ________________________________________________________________.

     

    This
      information is provided by ______________________________________,the
      assignee named above, or _______________________________________, as
      its
      agent.


    
      
        
        

      

      
        D-5

        
          

        

      

       

    


    EXHIBIT
      E

     

    CERTIFICATE
      GUARANTY INSURANCE POLICY

     

    [See
      Exhibit 99.3]

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    REQUEST
      FOR RELEASE 

     

    
      	 	 	 	____________
	 	 	 	
                       
                Date

            
	
            	 	 	
            


    

     

    [Addressed
      to Trustee

    or,
      if
      applicable, custodian]

     

    In
      connection with the administration of the mortgages held by you as [Trustee]
      [Custodian, on behalf of the Trustee] under that certain Pooling and Servicing
      Agreement dated as of February 1, 2007, among Greenwich Capital Acceptance,
      Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller,
      Wells
      Fargo Bank, N.A., as Master Servicer and Securities Administrator, Clayton
      Fixed
      Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust
      Company, as Trustee (the “Pooling and Servicing Agreement”), the undersigned
      [Master Servicer] [Servicer] hereby requests a release of the Mortgage File
      held
      by you as [Trustee] [Custodian, on behalf of the Trustee] with respect to the
      following described Mortgage Loan for the reason indicated below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    1. Mortgage
      Loan paid in full. (The [Master Servicer] [Servicer] hereby certifies that
      all
      amounts received in connection with the loan have been or will be credited
      to a
      Servicing Account or the Distribution Account (whichever is applicable) pursuant
      to the Pooling and Servicing Agreement.)

     

    2. The
      Mortgage Loan is being foreclosed.

     

    3. Mortgage
      Loan substituted. (The [Master Servicer] [Servicer] hereby certifies that a
      Qualified Substitute Mortgage Loan has been assigned and delivered to you along
      with the related Mortgage File pursuant to the Pooling and Servicing
      Agreement.)

     

    4. Mortgage
      Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies that the
      Purchase Price has been credited to a Servicing Account or the Distribution
      Account (whichever is applicable) pursuant to the Pooling and Servicing
      Agreement.)

     

    5. Other.
      (Describe)

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    The
      undersigned acknowledges that the above Mortgage File will be held by the
      undersigned in accordance with the provisions of the Pooling and Servicing
      Agreement and will be returned to you within ten (10) days of our receipt of
      the
      Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
      or substituted for a Qualified Substitute Mortgage Loan (in which case the
      Mortgage File will be retained by us without obligation to return to
      you).

     

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Pooling and
      Servicing Agreement.

     

    
      	 	 	 
	 	  	 
	 	
              
                
[Name
                of [Master Servicer]
                [Servicer]]

            


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Name:

              Title:
                Servicing Officer

            


    


    
      
        
        

      

      
        F-2

        
          

        

      

       

    


    EXHIBIT
      G-1

     

    FORM
      OF RECEIPT OF MORTGAGE NOTE

     

    RECEIPT
      OF MORTGAGE NOTE

     

    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	
              Re:
                

            	
              DSLA
                Mortgage Loan Trust

              Mortgage
                Loan Pass-Through Certificates, Series
                2007-AR1

            


    

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement dated as of February
      1,
      2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital
      Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer
      and Securities Administrator, Clayton Fixed Income Services Inc., as Credit
      Risk
      Manager and Deutsche Bank National Trust Company, as Trustee and Custodian,
      we
      hereby acknowledge the receipt of the original Mortgage Note with respect to
      each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed
      on
      Exhibit 2.

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST 

              COMPANY,
                as
                Trustee and Custodian

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    Dated:
      


    
      
        
        

      

      
        G-1-1

        
          

        

      

       

    


    EXHIBIT
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be
      retained in a separate closing binder entitled “DSLA 2007-AR1 Mortgage Loan
      Schedule” at the Washington DC offices of McKee Nelson LLP] 


    
      
        
        

      

      
        G-1-2

        
          

        

      

       

    


    EXHIBIT
      2

     

    EXCEPTION
      REPORT

     

    [To
      be
      retained in a separate closing binder entitled “DSLA 2007-AR1 Mortgage Loan


    Schedule”
      at the Washington DC offices of McKee Nelson LLP]

    
 

    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G-2

     

    FORM
      OF INTERIM CERTIFICATION OF TRUSTEE

     

    INTERIM
      CERTIFICATION OF TRUSTEE

     

    [date]


     

    
      	
              Greenwich
                Capital Acceptance, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Greenwich
                Capital Financial Products, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

     

    
      	
            	Re:	
              Pooling
                and Servicing Agreement dated as of February 1, 2007, among Greenwich
                Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer
                and
                Securities Administrator, Clayton Fixed Income Services Inc., as
                Credit
                Risk Manager and Deutsche Bank National Trust Company, as Trustee
                and
                Custodian,

              DSLA Mortgage Loan Trust

              Mortgage Loan Pass-Through Certificates,
                Series 2007-AR1   

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      schedule) it has received:

     

    
      	 	
              (i)

            	
              all
                documents required to be delivered to the Trustee pursuant to
                Section 2.01 of the Pooling and Servicing Agreement are in its
                possession;

            


    

     

    
      	 	
              (ii)

            	
              such
                documents have been reviewed by the Trustee and have not been mutilated,
                damaged or torn and relate to such Mortgage Loan;
                and

            


    

     

    
      	 	
              (iii)

            	
              based
                on the Trustee’s examination and only as to the foregoing, the information
                set forth in the Mortgage Loan Schedule that corresponds to items
                (i),
                (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately
                reflects information set forth in the Mortgage
                File.

            


    

     

    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein but not otherwise defined herein shall have the
      respective meanings assigned to them in the Pooling and Servicing
      Agreement.

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST 

              COMPANY,
                as
                Trustee and Custodian

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:_________________________________

              Title:__________________________________

            



      
        
          
          

        

        
          G-2-2

          
            

          

        

         

      

    

     

    EXHIBIT
      G-3

     

    FORM
      OF FINAL CERTIFICATION OF TRUSTEE

     

    FINAL
      CERTIFICATION OF TRUSTEE

     

    [date]

     

    
      	
              Greenwich
                Capital Acceptance, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Greenwich
                Capital Financial Products, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

     

    
      	
            	Re:	
              Pooling
                and Servicing Agreement dated as of February 1, 2007, among Greenwich
                Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer
                and
                Securities Administrator, Clayton Fixed Income Services Inc., as
                Credit
                Risk Manager and Deutsche Bank National Trust Company, as Trustee
                and
                Custodian,

              DSLA Mortgage Loan Trust

              
                Mortgage
                  Loan Pass-Through Certificates, Series 2007-AR1
                  

              

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received all documents required to be
      delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
      Agreement.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of
      the
      definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and
      Servicing Agreement accurately reflects information set forth in the Mortgage
      File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    
      
        
        

      

      
        G-3-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      words and phrases used herein but not otherwise defined herein shall have the
      respective meanings assigned to them in the Pooling and Servicing
      Agreement.

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST 

              COMPANY,
                as
                Trustee and Custodian

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              
                Name:_____________________________

                Title:______________________________

              

            


    

     

    
      
        
        

      

      
        G-3-2

        
          

        

      

       

    


    EXHIBIT
      H

     

    FORM
      OF LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      ______________________ who first being duly sworn deposes and says: Deponent
      is
      ______________________ of Greenwich Capital Financial Products, Inc. (the
“Seller”) and who has personal knowledge of the facts set out in this
      affidavit.

     

    On
      ___________________, _________________________ did execute and deliver a
      promissory note in the principal amount of $__________.

     

    That
      said
      note has been misplaced or lost through causes unknown and is currently lost
      and
      unavailable after diligent search has been made. The Seller’s records show that
      an amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and such Seller is still owner and holder in due course of
      said
      lost note.

     

    The
      Seller executes this Affidavit for the purpose of inducing Deutsche Bank
      National Trust Company, as trustee on behalf of DSLA Mortgage Loan Trust
      2007-AR1, Mortgage Loan Pass-Through Certificates, Series 2007-AR1, to accept
      the transfer of the above described loan from the Seller.

     

    The
      Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich
      Capital Acceptance, Inc. and hold them harmless for any losses incurred by
      such
      parties resulting from the fact that the above described Note has been lost
      or
      misplaced.

     

    By:
       __________________________________

    __________________________________

     

    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

    On
      this
      ____ day of ___________ 20__, before me, a Notary Public, in and for said County
      and State, appeared ________________________, who acknowledged the extension
      of
      the foregoing and who, having been duly sworn, states that any representations
      therein contained are true.

     

    Witness
      my hand and Notarial Seal this ____ day of _______ 20__.

     

    _______________________________

    _______________________________

     

    My
      commission expires _______________.


    
      
        
        

      

      
        H-1

        
          

        

      

       

    


    EXHIBIT
      I-1

     

    FORM
      OF ERISA REPRESENTATION FOR RESIDUAL CERTIFICATES


     

    [Date]

    


    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Rd.

    Columbia,
      MD 21045

     

    
      	
            	Re:	
              DSLA
                Mortgage Loan Trust 

              Mortgage Loan Pass-Through Certificates,
                Series 2007-AR1, Class R

            


    

     

    Ladies
      and Gentlemen:

     

    1. The
      undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
      __________, on behalf of which she makes this affidavit.

     

    2.  The
      Transferee either (x) is not an employee benefit plan subject to Section 406
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
      plan or arrangement subject to Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on
      behalf of any such Plan nor using the assets of any such Plan to effect the
      transfer; (y) if the Certificate has been the subject of a best efforts or
      firm
      commitment underwriting or private placement that meets the requirements of
      Prohibited Transaction Exemption 2002-41, and is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
      holding of such Certificates are covered under Section I and III of PTCE 95-60;
      or (z) shall deliver to the Certificate Registrar an opinion of counsel (a
      “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon
      which the Certificate Registrar shall be entitled to rely, to the effect that
      the purchase or holding of such Certificate by the Transferee will not result
      in
      a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of the Code and will not subject the Trustee, the Certificate Registrar, the
      Servicer or the Depositor to any obligation in addition to those undertaken
      by
      such entities in the Pooling and Servicing Agreement, which opinion of counsel
      shall not be an expense of the Trustee, the Certificate Registrar the Depositor
      or the Trust Fund.

     

    
      
        
        

      

      
        I-1-1

        
          

        

      

      
        
        

      

    

     

    3. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of February 1, 2007 (the “Agreement”) among Greenwich Capital
      Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
      as
      Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
      Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank
      National Trust Company, as Trustee and Custodian, no transfer of any
      ERISA-Restricted Certificate in the form of a Definitive Certificate shall
      be
      permitted to be made to any person unless the Depositor and the Certificate
      Registrar have received a certificate from such transferee in the form
      hereof.

     

    Capitalized
      words and phrases used herein but not otherwise defined herein shall have the
      respective meanings assigned to them in the Pooling and Servicing
      Agreement.

     

    IN
      WITNESS WHEREOF, the Transferee has executed this certificate.

     

    
      	 	 	 
	 	 	 
	 	
              
[Transferee]


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        I-1-2

        
          

        

      

       

    


    EXHIBIT
      I-2

     

    FORM
      OF ERISA REPRESENTATION

    FOR
      ERISA RESTRICTED TRUST CERTIFICATES

     

    [Date]

    


    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Rd.

    Columbia,
      MD 21045

     

    
      	
            	Re:	
              DSLA
                Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                Series 2007-AR1, ERISA Restricted Trust Certificates
                 

            


    

     

    Ladies
      and Gentlemen:

     

    1. The
      undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
      __________, on behalf of which she makes this affidavit.

     

    2.  In
      the
      case of an ERISA-Restricted Certificate, the Transferee either (x) is not an
      employee benefit plan subject to Section 406 of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to
      Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
      (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor
      using the assets of any such Plan to effect the transfer; (y) if the Certificate
      has been the subject of a best efforts or firm commitment underwriting or
      private placement that meets the requirements of Prohibited Transaction
      Exemption 2002-41, and is an insurance company which is purchasing such
      Certificates with funds contained in an “insurance company general account” (as
      such term is defined in Section V(e) of Prohibited Transaction Class Exemption
      95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are
      covered under Section I and III of PTCE 95-60; or (z) shall deliver to the
      Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”)
      satisfactory to the Certificate Registrar, and upon which the Certificate
      Registrar and any NIMS Insurer shall be entitled to rely, to the effect that
      the
      purchase or holding of such Certificate by the Transferee will not result in
      a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Certificate Registrar, the
      Servicer, any NIMS Insurer or the Depositor to any obligation in addition to
      those undertaken by such entities in the Pooling and Servicing Agreement, which
      opinion of counsel shall not be an expense of the Trustee, the Certificate
      Registrar the Depositor or the Trust Fund.

     

    
      
        
        

      

      
        I-2-1

        
          

        

      

      
        
        

      

    

     

    3. In
      the
      case of an ERISA-Restricted Trust Certificate, prior to the termination of
      the
      Final Maturity Reserve Trust and the Yield Maintenance Agreement, either (i)
      the
      Investor is neither a Plan nor a person acting on behalf of any such Plan or
      using the assets of any such Plan to effect such transfer or (ii) the
      acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
      for exemptive relief under the statutory exemption for nonfiduciary service
      providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the
      Code,
      PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other
      applicable exemption.

     

    4. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of February 1, 2007 (the “Agreement”) among Greenwich Capital
      Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
      as
      Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
      Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank
      National Trust Company, as Trustee and Custodian, no transfer of any
      ERISA-Restricted Certificate in the form of a Definitive Certificate shall
      be
      permitted to be made to any person unless the Depositor and the Certificate
      Registrar have received a certificate from such transferee in the form
      hereof.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    IN
      WITNESS WHEREOF, the Transferee has executed this certificate.

    
       

      
        	 	 	 
	 	 	 
	 	
                
[Transferee]


      

       

      
        	 	 	 
	 	By:  	 
	 	
                

                Name:

                Title:

              


      

      

        
          
            
            

          

          
            I-2-2

            
              

            

          

           

        

      

       

    

    EXHIBIT
      J-1

     

    FORM
      OF INVESTMENT LETTER [NON-RULE 144A]

     

    [date]

    


    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Rd.

    Columbia,
      MD 21045


     

    
      	 	
              Re:
                

            	
              DSLA
                Mortgage Loan Trust Mortgage Loan

              Pass-Through
                Certificates, Series 2007-AR1,
                Class [C][P][R]  

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition the Class [C][P][R] Certificates (the
“Certificates”) of the above-captioned series, we certify that (a) we understand
      that the Certificates are not being registered under the Securities Act of
      1933,
      as amended (the “Act”), or any state securities laws and are being transferred
      to us in a transaction that is exempt from the registration requirements of
      the
      Act and any such laws, (b) we are an “accredited investor,” as defined in
      Regulation D under the Act, and have such knowledge and experience in financial
      and business matters that we are capable of evaluating the merits and risks
      of
      investments in the Certificates, (c) we have had the opportunity to ask
      questions of and receive answers from the Depositor concerning the purchase
      of
      the Certificates and all matters relating thereto or any additional information
      deemed necessary to our decision to purchase the Certificates, (d) we are
      acquiring the Certificates for investment for our own account and not with
      a
      view to any distribution of such Certificates (but without prejudice to our
      right at all times to sell or otherwise dispose of the Certificates in
      accordance with clause (f) below), (e) we have not offered or sold any
      Certificates to, or solicited offers to buy any Certificates from, any person,
      or otherwise approached or negotiated with any person with respect thereto,
      or
      taken any other action which would result in a violation of Section 5 of the
      Act, and (f) we will not sell, transfer or otherwise dispose of any Certificates
      unless (1) such sale, transfer or other disposition is made pursuant to an
      effective registration statement under the Act or is exempt from such
      registration requirements, and if requested, we will at our expense provide
      an
      opinion of counsel satisfactory to the addressees of this Certificate that
      such
      sale, transfer or other disposition may be made pursuant to an exemption from
      the Act, (2) the purchaser or transferee of such Certificate has executed and
      delivered to you a certificate to substantially the same effect as this
      certificate, and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing
      Agreement.

     

    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      words and phrases used herein but not otherwise defined herein shall have the
      respective meanings assigned to them in the Pooling and Servicing
      Agreement.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

              [NAME OF TRANSFEREE]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Authorized
              Officer


    

     

    
      
        
        

      

      
        J-1-2

        
          

        

      

       

    


    EXHIBIT
      J-2

    


    FORM
      OF RULE 144A INVESTMENT LETTER


     

    [date]

     

    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Rd.

    Columbia,
      MD 21045

    


     

    
      	 	
              Re:
                

            	
              DSLA
                Mortgage Loan Trust 2007-AR1, Mortgage Loan

              Pass-Through
                Certificates, Series 2007-AR1,
                Class [C][P][R]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the Class [C][P][R] Certificates (the
“Certificates”) of the above-captioned series, we certify that (a) we understand
      that the Certificates are not being registered under the Securities Act of
      1933,
      as amended (the “Act”), or any state securities laws and are being transferred
      to us in a transaction that is exempt from the registration requirements of
      the
      Act and any such laws, (b) we have had the opportunity to ask questions of
      and
      receive answers from the Depositor concerning the purchase of the Certificates
      and all matters relating thereto or any additional information deemed necessary
      to our decision to purchase the Certificates, (c) we have not, nor has anyone
      acting on our behalf offered, transferred, pledged, sold or otherwise disposed
      of the Certificates, any interest in the Certificates or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other
      disposition of the Certificates, any interest in the Certificates or any other
      similar security from, or otherwise approached or negotiated with respect to
      the
      Certificates, any interest in the Certificates or any other similar security
      with, any person in any manner, or made any general solicitation by means of
      general advertising or in any other manner, or taken any other action, that
      would constitute a distribution of the Certificates under the Securities Act
      or
      that would render the disposition of the Certificates a violation of Section
      5
      of the Securities Act or require registration pursuant thereto, nor will act,
      nor has authorized or will authorize any person to act, in such manner with
      respect to the Certificates, and (d) we are a “qualified institutional buyer” as
      that term is defined in Rule 144A under the Securities Act and have completed
      either of the forms of certification to that effect attached hereto as Annex
      1
      or Annex 2. We are aware that the sale to us is being made in reliance on Rule
      144A. We are acquiring the Certificates for our own account or for resale
      pursuant to Rule 144A and further, understand that such Certificates may be
      resold, pledged or transferred only (i) to a person reasonably believed to
      be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities
      Act.

     

    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      words and phrases used herein but not otherwise defined herein shall have the
      respective meanings assigned to them in the Pooling and Servicing
      Agreement.

    
       

      
        	 	 	 
	 	
                Very
                  truly yours,

                 

                [NAME OF TRANSFEREE]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Authorized
                Officer


      

    


    
      
        
        

      

      
        J-2-2

        
          

        

      

       

    


    ANNEX
      1 TO EXHIBIT J-2

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    i. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    ii. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis $            1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ___ Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    ___ Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    ___ Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, which is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    ___ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

     

    
      
        
1 Buyer
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
        invest on a discretionary basis at least $10,000,000 in
        securities.

    

     

    
      
        
        

      

      
        J-2-3

        
          

        

      

      
        
        

      

    

     

    ___ Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    ___ State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    ___ ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974.

     

    ___ Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940.

     

    ___ Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ___ Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940.

     

    iii. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
      (v) loan participations, (vi) repurchase agreements, (vii) securities owned
      but
      subject to a repurchase agreement and (viii) currency, interest rate and
      commodity swaps.

     

    iv. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    v. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    vi. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     

    
      
        
        

      

      
        J-2-4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              
                                                                              

              

              Print
                Name of Buyer

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 
	 	Date:                         


    

     

    
      
        
        

      

      
        J-2-5

        
          

        

      

      
        
        

      

    

     

    ANNEX
      2 TO EXHIBIT J-2

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value, and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    ___ The
      Buyer
      owned $            
      in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A).

     

    ___ The
      Buyer
      is part of a Family of Investment Companies which owned in the aggregate
      $        
      in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A).

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

    
      
        
        

      

      
        J-2-6

        
          

        

      

      
        
        

      

    

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
      purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

    
       

      
        	 	 	 
	 	
                
                                                                                

                

                Print
                  Name of Buyer or Adviser

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:

              


      

      
        
          
            	 	 	 
	 	
                    
                      IF
                        AN ADVISER:

                       

                      
                        
                                                                                        

                        

                        Print
                          Name of Buyer

                        
                           

                          
                            
                              
                                Date:                                                               

                              

                            

                          

                        

                      

                    

                  


          

          

            
              
                
                

              

              
                J-2-7

                
                  

                

              

               

            

          

           

        

      

    

    EXHIBIT
      K

     

    FORM
      OF TRANSFEROR CERTIFICATE

     

    [date]

     

    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479


     

    
      	 	
              Re:
                

            	
              DSLA
                Mortgage Loan Trust 2007-AR1

              Mortgage
                Loan Pass-Through Certificates, Series
                2007-AR1, Class R

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed transfer of an Ownership Interest in the Class
      R
      Certificates, we hereby certify that (a) we have no knowledge that the proposed
      Transferee is not a Permitted Transferee acquiring an Ownership Interest in
      such
      Class R Certificates for its own account and not in a capacity as trustee,
      nominee, or agent for another Person, and (b) we have not undertaken the
      proposed transfer in whole or in part to impede the assessment or collection
      of
      tax.

    
       

      
        	 	 	 
	 	
                
                  
                    Very
                      truly yours,

                     

                    [_____________________]

                  

                

              
	 
 	 
 	
                
 

              
	 	By:  	 
	 	
                

                 

              


      

    


    
      
        
        

      

      
        K-1

        
          

        

      

       

    


    EXHIBIT
      L

     

    TRANSFER
      AFFIDAVIT FOR RESIDUAL CERTIFICATES

    PURSUANT
      TO SECTION 6.02(e)

     

    DSLA
      MORTGAGE LOAN TRUST 2007-AR1

    MORTGAGE
      LOAN PASS-THROUGH CERTIFICATES, SERIES 2007-AR1, 

    CLASS
      R

    


    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    
      	
              1.

            	
              The
                undersigned is an officer of ______________________, the proposed
                Transferee of a 100% Ownership Interest in the Class R Certificates
                (the
                “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                (the “Agreement”) dated as of February 1, 2007, relating to the
                above-referenced Certificates, among Greenwich Capital Acceptance,
                Inc.,
                as Depositor, Greenwich Capital Financial Products, Inc., as Seller,
                Wells
                Fargo Bank, N.A., as Master Servicer and Securities Administrator,
                Clayton
                Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank
                National Trust Company, as Trustee and Custodian. Capitalized terms
                used,
                but not defined herein, shall have the meanings ascribed to such
                terms in
                the Agreement. The Transferee has authorized the undersigned to make
                this
                affidavit on behalf of the
                Transferee.

            


    

     

    
      	
              2.

            	
              The
                Transferee is, as of the date hereof, and will be, as of the date
                of the
                Transfer, a Permitted Transferee. The Transferee is acquiring its
                Ownership Interest for its own account and not in a capacity as trustee,
                nominee or agent for another party.

            


    

     

    
      	
              3.

            	
              The
                Transferee has been advised of, and understands that (i) a tax will
                be
                imposed on Transfers of the Certificate to Persons that are not Permitted
                Transferees; (ii) such tax will be imposed on the transferor, or,
                if such
                Transfer is through an agent (which includes a broker, nominee or
                middleman) for a Person that is not a Permitted Transferee, on the
                agent;
                and (iii) the Person otherwise liable for the tax shall be relieved
                of
                liability for the tax if the subsequent Transferee furnished to such
                Person an affidavit that such subsequent Transferee is a Permitted
                Transferee and, at the time of Transfer, such Person does not have
                actual
                knowledge that the affidavit is false. The Transferee has provided
                financial statements or other financial information requested by
                the
                Transferor in connection with the transfer of the Certificate to
                permit
                the Transferor to assess the financial capability of the Transferee
                to pay
                such taxes.

            


    

     

    
      	
              4.

            	
              The
                Transferee has been advised of, and understands that a tax may be
                imposed
                on a “pass-through entity” holding the Certificate if, at any time during
                the taxable year of the pass-through entity, a Disqualified Organization
                is the record holder of an interest in such entity. The Transferee
                understands that such tax will not be imposed for any period with
                respect
                to which the record holder furnishes to the pass-through entity an
                affidavit that such record holder is not a Disqualified Organization
                and
                the pass-through entity does not have actual knowledge that such
                affidavit
                is false. (For this purpose, a “pass-through entity” includes a regulated
                investment company, a real estate investment trust or common trust
                fund, a
                partnership, trust or estate, and certain cooperatives and, except
                as may
                be provided in Treasury Regulations, persons holding interests in
                pass-through entities as a nominee for another
                Person.)

            


    

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              The
                Transferee has reviewed the provisions of Section 6.02(e) of the
                Agreement
                and understands the legal consequences of the acquisition of an Ownership
                Interest in the Certificate including, without limitation, the
                restrictions on subsequent Transfers and the provisions regarding
                voiding
                the Transfer and mandatory sales. The Transferee expressly agrees
                to be
                bound by and to abide by the provisions of Section 6.02(e) of the
                Agreement and the restrictions noted on the face of the Certificate.
                The
                Transferee understands and agrees that any breach of any of the
                representations included herein shall render the Transfer to the
                Transferee contemplated hereby null and
                void.

            


    

     

    
      	
              6.

            	
              The
                Transferee agrees to require a Transfer Affidavit from any Person
                to whom
                the Transferee attempts to Transfer its Ownership Interest in the
                Certificate, and the Transferee will not Transfer its Ownership Interest
                or cause any Ownership Interest to be Transferred to any Person that
                the
                Transferee knows is not a Permitted Transferee. In connection with
                any
                such Transfer by the Transferee, the Transferee agrees to deliver
                to the
                Trustee a certificate substantially in the form set forth as Exhibit
                K to
                the Agreement (a “Transferor
                Certificate”).

            


    

     

    
      	
              7.

            	
              The
                Transferee does not have the intention to impede the assessment or
                collection of any tax legally required to be paid with respect to
                the
                Certificate.

            


    

     

    
      	8.	
              The
                Transferee’s taxpayer identification number is             .

            


    

     

    
      	
              9.

            	
              The
                Transferee is aware that the Certificate may be a “noneconomic residual
                interest” within the meaning of the REMIC provisions and that the
                transferor of a noneconomic residual interest will remain liable
                for any
                taxes due with respect to the income on such residual interest, unless
                no
                significant purpose of the transfer was to impede the assessment
                or
                collection of tax.

            


    

     

    
      
        
        

      

      
        L-2

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

     

    
      	 	 	 
	 	[NAME
              OF
              TRANSFEREE]
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    [Corporate
      Seal]

     

    ATTEST:

     

                              
      

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named             
       ,
      known
      or proved to me to be the same person who executed the foregoing instrument
      and
      to be the                     
      of the
      Transferee, and acknowledged that he executed the same as his free act and
      deed
      and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    
      	 	 	 
	 	
                                                                      

              NOTARY
                PUBLIC

               

              
                    My
                  Commission expires the     
                  day of                 ,
                  20  .

              

            


    

     

    
      
        
        

      

      
        L-3

        
          

        

      

       

    


    EXHIBIT
      M

     

    FORM
      OF BACK-UP SARBANES-OXLEY CERTIFICATION

     

    [  ]

    [  ]

    [  ]


     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Securities Administrator, and each of their
      officers, directors and affiliates that:

     

    (1) I
      have
      reviewed [the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
      report on assessment of the Company’s compliance with the Servicing Criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
      by the Company to any of the Depositor and the Trustee pursuant to the Agreement
      (collectively, the “Company Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor and the
      Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [_______] as [_______]
      under the [_______] (the “Agreement”), and based on my knowledge [and the
      compliance review conducted in preparing the Compliance Statement] and except
      as
      disclosed in [the Compliance Statement,] the Servicing Assessment or the
      Attestation Report, the Company has fulfilled its obligations under the
      Agreement in all material respects; and

     

    (5) [The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
      to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
      to the Agreement, have been provided to the Depositor, the Master Servicer
      and
      the Securities Administrator. Any material instances of noncompliance described
      in such reports have been disclosed to the Depositor, the Master Servicer and
      the Securities Administrator. Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement dated as of February 1, 2007 (the “Pooling and
      Servicing Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor,
      Greenwich Capital Financial Products, Inc., as Seller, Clayton Fixed Income
      Services Inc., as Credit Risk Manager, Wells Fargo Bank, N.A., as Master
      Servicer and Securities Administrator and Deutsche Bank National Trust Company,
      as Trustee and Custodian. Capitalized terms used but not defined herein shall
      have the meanings assigned to such terms in the Pooling and Servicing
      Agreement.

     

    
      	 	 	 
	 
 	 
 	
              [_______]

              as
                [_______]

            
	 	By:  	 
	 	
              Name:

              Title:

              Date:

            


    


    
      
        
        

      

      
        M-2

        
          

        

      

       

    


    EXHIBIT
      N

     

    LIST
      OF SERVICING AGREEMENTS

     

    1. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December
      31,
      2005, between GCFP and Downey, as reconstituted by that certain Reconstituted
      Servicing Agreement dated as of February 1, 2007, by and among Downey, Greenwich
      Capital Acceptance, Inc. and GCFP and acknowledged by Wells Fargo Bank, N.A.,
      as
      master servicer and securities administrator and Deutsche Bank National Trust
      Company, as trustee.



    
      
        
        

      

      
        N-1

        
          

        

      

       

    


    EXHIBIT
      O

     

    TRANSACTION
      PARTIES

    

      
        	
                Credit
                  Risk Manager

              	 	
                Clayton
                  Fixed Income Services Inc.

              
	
                Master
                  Servicer

              	 	
                Wells
                  Fargo Bank, N.A.

              
	
                Originator

              	 	
                Downey
                  Savings and Loan Association, F.A.

              
	
                PMI
                  Insurer

              	 	
                N/A

              
	
                Securities
                  Administrator

              	 	
                Wells
                  Fargo Bank, N.A.

              
	
                Seller

              	 	
                Greenwich
                  Capital Financial Products, Inc.

              
	
                Servicer

              	 	
                Downey
                  Savings and Loan Association, F.A.

              
	
                Subservicer

              	 	
                N/A

              
	
                Trustee

              	 	
                Deutsche
                  Bank National Trust Company

              
	
                Basis
                  Risk Cap Provider

              	 	
                The
                  Bank of New York

              
	
                Yield
                  Maintenance Provider

              	 	
                The
                  Bank of New York

              



        
          
            
            

          

          
            O-1

            
              

            

          

           

        

      

    

     

    EXHIBIT
      P


     

    FORM
      OF SUBSEQUENT TRANSFER AGREEMENT


     

    [To
      be
      retained in a separate closing binder at the Washington, DC office of McKee
      Nelson, LLP]

    
 

    
      
        
        

      

      
        P-1

        
          

        

      

       

    

     

    EXHIBIT
      Q

     

    SERVICING
      CRITERIA

     

    


    The
      assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
      Fargo”), in its capacities as Master Servicer and Securities Administrator,
      shall address, at a minimum, the criteria identified as below as “Applicable
      Servicing Criteria:”

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Wells Fargo

            
	
              Reference

            	 	
              Criteria

            	 	 
	 	 	 	 	 
	 	 	
              General
                Servicing Considerations

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(i)

            	 	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(ii)

            	 	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(iii)

            	 	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iv)

            	 	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	 
	 	 	 	 	 
	 	 	
              Cash
                Collection and Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(i)

            	 	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(ii)

            	 	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iii)

            	 	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iv)

            	 	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(v)

            	 	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	
              X

            

 

    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Wells Fargo

            
	
              Reference

            	 	
              Criteria

            	 	 


    

    
      	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(vii)

            	 	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	 	 	
              Investor
                Remittances and Reporting

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(i)

            	 	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(ii)

            	 	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iii)

            	 	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iv)

            	 	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 	
              X

            
	 	 	 	 	 
	 	 	
              Pool
                Asset Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(i)

            	 	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
               

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

            	 	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 	
               

            
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(iv)

            	 	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(v)

            	 	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 


    

     

    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Wells Fargo

            
	
              Reference

            	 	
              Criteria

            	 	 


    

    
      	
              1122(d)(4)(vi)

            	 	
              Changes
                with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(viii)

            	 	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(ix)

            	 	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(x)

            	 	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	 	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	 
	 	 	 	 	 
	
              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.

            	 	
              X

            


    

     

    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    

     

    The
      assessment of compliance to be delivered by Deutsche Bank National Trust Company
      (“Deutsche Bank”), in its capacity as Custodian, shall address, at a minimum,
      the criteria identified as below as “Applicable Servicing
      Criteria”:

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Deutsche Bank

            
	
              Reference

            	 	
              Criteria

            	 	 
	 	 	 	 	 
	 	 	
              General
                Servicing Considerations

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(i)

            	 	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iii)

            	 	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iv)

            	 	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	 
	 	 	 	 	 
	 	 	
              Cash
                Collection and Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(i)

            	 	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(ii)

            	 	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(iv)

            	 	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(v)

            	 	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(vii)

            	 	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 	 


    

     

    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Deutsche Bank

            
	
              Reference

            	 	
              Criteria

            	 


    

    
      	 	 	 	 	 
	 	 	
              Investor
                Remittances and Reporting

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(i)

            	 	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	 	 	
              Pool
                Asset Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(i)

            	 	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

            	 	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iii)

            	 	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iv)

            	 	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(v)

            	 	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(vi)

            	 	
              Changes
                with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 


    

     

    
      
        
        

      

      
        Q-5

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

              Criteria
                for Deutsche Bank

            
	
              Reference

            	 	
              Criteria

            


    

    
      	
              1122(d)(4)(viii)

            	 	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(ix)

            	 	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(x)

            	 	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	 	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	 
	 	 	 	 	 
	
              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.

            	 	 


    

     

    
      
        
        

      

      
        Q-6

        
          

        

      

       

    


    EXHIBIT
      R

     

    FORM
      10-D,
      FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

     

    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Securities
      Administrator pursuant to Section 3.07. If the Trustee is indicated below as
      to
      any item, then the Trustee is primarily responsible for obtaining that
      information.

     

    Under
      Item 1 of Form 10-D: a) items marked “5.04 statement” are required to be
      included in the periodic Distribution Date statement under Section 5.04,
      provided by the Trustee, based upon information provided by the responsible
      party; and b) items marked “Form 10-D report” are required to be in the Form
      10-D report but not the 5.04 statement, provided by the party indicated.
      Information under all other Items of Form 10-D is to be included in the Form
      10-D report.

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	 	
              Party
                Responsible 

            
	 	 	 
	
              Item
                1: Distribution and Pool Performance Information

            	 	 
	 	 	 
	
              Information
                included in the [Monthly Statement]

            	 	
              Servicer

              Master
                Servicer

              Securities
                Administrator

            
	 	 	 
	
              Any
                information required by 1121 which is NOT included on the [Monthly
                Statement]

            	 	
              Depositor

            
	 	 	 
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding sknown to be contemplated by governmental
                authorities:

            	 	 
	 	 	 
	
              
                ●
                  Issuing Entity (Trust Fund)

              

            	 	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	 	 	 
	
              
                ●
                  Sponsor (Seller)

              

            	 	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	 	 	 
	
              
                ●
                  Depositor

              

            	 	
              Depositor

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Master Servicer

            	 	
              Master
                Servicer

            
	 	 	 
	
              ●
                Custodian

            	 	
              Custodian

            
	 	 	 
	
              ●
                1110(b) Originator

            	 	
              Depositor

            
	 	 	 
	
              ●
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	 	
              Servicer

            
	 	 	 
	
              ●
                Any other party contemplated by 1100(d)(1)

            	 	
              Depositor

            


    

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
               Item
                on Form 10-D

            	 	
              Party
                Responsible 

            
	
              Item
                3: Sale of Securities and Use of Proceeds

               

              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	 	
              Depositor

            
	 	 	 
	
              Item
                4: Defaults Upon Senior Securities

               

              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	 	
              Securities
                Administrator

              Trustee

            
	 	 	 
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	 	
              Securities
                Administrator

              Trustee

            
	 	 	 
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	 	
              Depositor

            
	 	 	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 	 
	 	 	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 	 
	 	 	 
	
              
                ●
                  Determining applicable disclosure threshold

              

            	 	
              Depositor

            
	 	 	 
	
              
                ●
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              

            	 	
              Depositor

            
	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 	 


    

     

    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
               Item
                on Form 10-D

            	 	
              Party
                Responsible 

            


    

    
      	
              
                ●
                  Determining current maximum probable exposure

              

            	 	
              Depositor

            
	 	 	 
	
              
                ●
                  Determining current significance percentage

              

            	 	
              Depositor

            
	 	 	 
	
              
                ●
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              

            	 	
              Depositor

            
	 	 	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 	 
	 	 	 
	
              Item
                8: Other Information

               

              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	 	
              Any
                party responsible for the applicable Form 8-K Disclosure
                item
 
	 	 	 
	
              Item
                9: Exhibits

            	 	 
	 	 	 
	
              Monthly
                Statement to Certificateholders

            	 	
              Securities
                Administrator

            
	 	 	 
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	 	
              Depositor

            


    

    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              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

            


    

     

    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	 	
              Party
                Responsible 

            


    

    
      	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 	 
	 	 	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 	 
	 	 	 
	
              ●
                Determining current maximum probable exposure

            	 	
              Depositor

            
	 	 	 
	
              ●
                Determining current significance percentage

            	 	
              Depositor

            
	 	 	 
	
              ●
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	 	
              Depositor

            
	 	 	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 	 
	 	 	 
	
              Reg
                AB Item 1117: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding sknown to be contemplated by governmental
                authorities:

            	 	 
	 	 	 
	
              ●
                Issuing Entity (Trust Fund)

            	 	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	 	 	 
	
              ●
                Sponsor (Seller)

            	 	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	 	 	 
	
              ●
                Depositor

            	 	
              Depositor

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Master Servicer

            	 	
              Master
                Servicer

            
	 	 	 
	
              ●
                Custodian

            	 	
              Custodian

            
	 	 	 
	
              ●
                1110(b) Originator

            	 	
              Depositor

            
	 	 	 
	
              ●
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	 	
              Servicer

            
	 	 	 
	
              ●
                Any other party contemplated by 1100(d)(1)

            	 	
              Depositor

            
	 	 	 
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 	 
	 	 	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	 	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            


    

     

    
      
        
        

      

      
        R-4

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	 	
              Party
                Responsible 

            


    

    
      	
              ●
                Master Servicer

            	 	
              Master
                Servicer 

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Any other 1108(a)(3) servicer

            	 	
              Servicer

            
	 	 	 
	
              ●
                Any 1110 Originator

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1112(b) Significant Obligor

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1114 Credit Enhancement Provider

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1115 Derivate Counterparty Provider

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any other 1101(d)(1) material party

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	 	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	 	 	 
	
              ●
                Master Servicer

            	 	
              Master
                Servicer 

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Any other 1108(a)(3) servicer

            	 	
              Servicer

            
	 	 	 
	
              ●
                Any 1110 Originator

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1112(b) Significant Obligor

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1114 Credit Enhancement Provider

            	 	
              Depositor/Sponsor

            


    

    
      	 	 	 
	
              ●
                Any 1115 Derivate Counterparty Provider

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any other 1101(d)(1) material party

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	 	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	 	 	 
	
              ●
                Master Servicer

            	 	
              Master
                Servicer 

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Any other 1108(a)(3) servicer

            	 	
              Servicer

            
	 	 	 
	
              ●
                Any 1110 Originator

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1112(b) Significant Obligor

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any 1114 Credit Enhancement Provider

            	 	
              Depositor/Sponsor

            


    

     

    
      
        
        

      

      
        R-5

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	 	
              Party
                Responsible 

            


    

    
      	
              ●
                Any 1115 Derivate Counterparty Provider

            	 	
              Depositor/Sponsor

            
	 	 	 
	
              ●
                Any other 1101(d)(1) material party

            	 	
              Depositor/Sponsor

            


    

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	 	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	 	
              All
                parties

            
	 	 	 
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	 	
              All
                parties

            
	 	 	 
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	 	
              Depositor

            
	 	 	 
	
              ●
                Sponsor (Seller)

            	 	
              Depositor/Sponsor
                (Seller)

            
	 	 	 
	
              ●
                Depositor

            	 	
              Depositor

            
	 	 	 
	
              ●
                Master Servicer

            	 	
              Master
                Servicer

            
	 	 	 
	
              ●
                Affiliated Servicer

            	 	
              Servicer

            
	 	 	 
	
              ●
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	 	
              Servicer

            
	 	 	 
	
              ●
                Other material servicers

            	 	
              Servicer

            
	 	 	 
	
              ●
                Trustee

            	 	
              Trustee

            
	 	 	 
	
              ●
                Securities Administrator

            	 	
              Securities
                Administrator

            
	 	 	 
	
              ●
                Significant Obligor

            	 	
              Depositor

            


    

     

    
      
        
        

      

      
        R-6

        
          

        

      

      
        
        

      

    

     

    
      	
              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 monthly statements to the certificateholders.

            	 	
              Depositor

              Master
                Servicer

              Securities
                Administrator

            
	 	 	 
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement.

            	 	
              Securities
                Administrator

              Trustee

              Depositor

            
	 	 	 
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

               

              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	 	
              Depositor

            
	 	 	 
	
              Item
                6.01- ABS Informational and Computational
                Material

            	 	
              Depositor

            
	 	 	 
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers or
                trustee.

            	 	
              Master
                Servicer/Securities Administrator/Depositor/

              Servicer/Trustee

            
	 	 	 
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	 	
              Servicer/Master
                Servicer/Depositor

            
	 	 	 
	
              Reg
                AB disclosure about any new Trustee is also required.

            	 	
              Trustee

            


    

     

    
      
        
        

      

      
        R-7

        
          

        

      

      
        
        

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	 	
              Party
                Responsible 

            


    

    
      	
              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/Trustee

            
	 	 	 
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	 	
              Depositor

            
	 	 	 
	
              Item
                6.04- Failure to Make a Required Distribution

            	 	
              Securities
                Administrator

              Trustee

            
	 	 	 
	
              Item
                6.05- Securities Act Updating Disclosure

               

              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	 	
              Depositor

            
	 	 	 
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	 	
              Depositor

            
	 	 	 
	
              Item
                7.01- Reg FD Disclosure

            	 	
              All
                parties

            
	 	 	 
	
              Item
                8.01- Other Events

               

              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                certificateholders.

            	 	
              Depositor

            
	 	 	 
	
              Item
                9.01- Financial Statements and Exhibits

            	 	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

     

    
      
        
        

      

      
        R-8

        
          

        

      

       

    


    EXHIBIT
      S

     

    FORM
      OF SECURITIES ADMINISTRATOR CERTIFICATE

    


    
      	 	
              Re:
                

            	
              DSLA
                Mortgage Loan Trust (the “Trust”)

              Mortgage
                Loan Pass-Through Certificates,
                Series 2007-AR1

            


    

     

    I,
      [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
      as
      Securities Administrator of the Trust, hereby certify to Greenwich Capital
      Acceptance, Inc. (the “Depositor”), and its officers, directors and affiliates,
      and with the knowledge and intent that they will rely upon this certification,
      that:

     

    1. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [___], and all
      reports on Form 10-D required to be filed in respect of the period covered
      by
      such Form 10-K of the Depositor relating to the above-referenced trust (the
      “Exchange Act periodic reports”);

     

    2. Based
      on
      my knowledge, the information prepared by the Securities Administrator,
      contained, in these distribution reports taken as a whole, do not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this
      report; and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
Securities
      Administrator
      under
      the Pooling and Servicing Agreement is included in these reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated February 1, 2007 (the “Pooling and
      Servicing Agreement”) among the Depositor, Greenwich Capital Financial Products,
      Inc., as the seller, Clayton Fixed Income Services Inc., as credit risk manager,
      Wells Fargo Bank, N.A., as master servicer and as securities administrator
      and
      Deutsche Bank National Trust Company, as trustee and as custodian.

     

    
      	 	 	 
	 	
              Wells
                Fargo Bank, N.A.,

              as
                Trustee 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              [Name]
                

              [Title]

              [Date]

            


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      T

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    Wells
      Fargo Bank, N.A. as Securities Administrator 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - DSLA MORTGAGE LOAN TRUST 2007-AR1-SEC REPORT
      PROCESSING

     

    RE:
      **Additional Form [ ] Disclosure**Required


     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
      dated
      as of February 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor,
      Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A.,
      as Master Servicer and Securities Administrator, Clayton Fixed Income Services
      Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as
      Trustee and Custodian, the undersigned, as [ ], hereby notifies you that certain
      events have come to our attention that [will][may] need to be disclosed on
      Form
      [    ].

     

    Description
      of Additional Form [    ] Disclosure:

     

    List
      of
      Any Attachments hereto to be included in the Additional Form
      [     ] Disclosure:

     

    Any
      inquiries related to this notification should be directed to [   
], phone number: [     ]; email address:
      [     ].

     

    
      	 	 	 
	 	
              [NAME
                OF PARTY]

              as [role]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      
        
          
          

        

        
          T-1

          
            

          

        

         

      

    

     

    EXHIBIT
      U

     

    [Reserved]


    
      
        
        

      

      
        U-1

        
          

        

      

       

    


    EXHIBIT
      V

     

    [Reserved]


    
      
        
        

      

      
        V-1

        
          

        

      

       

    

     

    EXHIBIT
      W

     

    [Reserved]


    
      
        
        

      

      
        W-1

        
          

        

      

       

    


    EXHIBIT
      X

     

    BASIS
      RISK CAP AGREEMENT

     

    [See
      Exhibit 99.5]



    
      
        
        

      

      
        X-1

        
          

        

      

       

    

     

    EXHIBIT
      Y

     

    YIELD
      MAINTENANCE ALLOCATION AGREEMENT

     

    [See
      Exhibit 99.4]



    
      
        
        

      

      
        Y-1

        
          

        

      

       

    


    EXHIBIT
      Z

     

    YIELD
      MAINTENANCE AGREEMENT

    
       

      [See
        Exhibit 99.6]



    
      
        
          
          

        

        
          Z-1

          
            

          

        

         

      

    

     

    SCHEDULE
      I

     

    MORTGAGE
      LOAN SCHEDULE

     

    
      
        
        

      

      
        I-1