Unassociated Document


     

    

      


      


      OPTION
        ONE MORTGAGE ACCEPTANCE CORPORATION,

      Depositor

       

      OPTION
        ONE MORTGAGE CORPORATION,

      Servicer

       

      and

       

      WELLS
        FARGO BANK, N.A.,

      Trustee

       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of February 1, 2007

       

      ___________________________

       

      Option
        One Mortgage Loan Trust 2007-CP1

       

      Asset-Backed
        Certificates, Series 2007-CP1

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Table
        of Contents

      


      
        	
                ARTICLE
                  I

                DEFINITIONS

                 

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              
	
                SECTION
                  1.02.

              	
                Accounting.

              
	
                SECTION
                  1.03.

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	
                SECTION
                  1.04.

              	
                Rights
                  of the NIMS Insurer.

                 

              
	
                ARTICLE
                  II

                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

                 

              
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee.

              
	
                SECTION
                  2.03.

              	
                Repurchase
                  or Substitution of Mortgage Loans by the Originator or Responsible
                  Party.

              
	
                SECTION
                  2.04.

              	
                Intentionally
                  Omitted.

              
	
                SECTION
                  2.05.

              	
                Representations,
                  Warranties and Covenants of the Servicer.

              
	
                SECTION
                  2.06.

              	
                Representations
                  and Warranties of the Depositor.

              
	
                SECTION
                  2.07.

              	
                Issuance
                  of Certificates.

              
	
                SECTION
                  2.08.

              	
                Authorization
                  to Enter into Interest Rate Swap Agreement.

              
	
                SECTION
                  2.09.

              	
                Conveyance
                  of REMIC Regular Interests and Acceptance of REMIC 2, REMIC 3,
                  REMIC 4,
                  REMIC 5 and REMIC 6 by the Trustee; Issuance of
                  Certificates.

              
	
                SECTION
                  2.10.

              	
                Negative
                  Covenants of the Trustee and the Servicer.

                 

              
	
                ARTICLE
                  III

                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS

                 

              
	
                SECTION
                  3.01.

              	
                Servicer
                  to Act as Servicer.

              
	
                SECTION
                  3.02.

              	
                Sub-Servicing
                  Agreements Between Servicer and Sub-Servicers.

              
	
                SECTION
                  3.03.

              	
                Successor
                  Sub-Servicers.

              
	
                SECTION
                  3.04.

              	
                Liability
                  of the Servicer.

              
	
                SECTION
                  3.05.

              	
                No
                  Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                  the
                  Trustee or Certificateholders.

              
	
                SECTION
                  3.06.

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Trustee.

              
	
                SECTION
                  3.07.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              
	
                SECTION
                  3.08.

              	
                Sub-Servicing
                  Accounts.

              
	
                SECTION
                  3.09.

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

              
	
                SECTION
                  3.10.

              	
                Collection
                  Account and Distribution Account.

              
	
                SECTION
                  3.11.

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              
	
                SECTION
                  3.12.

              	
                Investment
                  of Funds in the Collection Account and the Distribution
                  Account.

              
	
                SECTION
                  3.13.

              	
                Rights
                  of the Class C Certificateholder.

              
	
                SECTION
                  3.14.

              	
                Maintenance
                  of Hazard Insurance and Errors and Omissions and Fidelity
                  Coverage.

              
	
                SECTION
                  3.15.

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements.

              
	
                SECTION
                  3.16.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                SECTION
                  3.17.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              
	
                SECTION
                  3.18.

              	
                Servicing
                  Compensation.

              
	
                SECTION
                  3.19.

              	
                Reports
                  to the Trustee; Collection Account Statements.

              
	
                SECTION
                  3.20.

              	
                Statement
                  as to Compliance.

              
	
                SECTION
                  3.21.

              	
                Assessment
                  of Compliance and Attestation Report.

              
	
                SECTION
                  3.22.

              	
                Access
                  to Certain Documentation.

              
	
                SECTION
                  3.23.

              	
                Title,
                  Management and Disposition of REO Property.

              
	
                SECTION
                  3.24.

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest
                  Shortfalls.

              
	
                SECTION
                  3.25.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                SECTION
                  3.26.

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

              
	
                SECTION
                  3.27.

              	
                Solicitations.

              
	
                SECTION
                  3.28.

              	
                [Reserved].

              
	
                SECTION
                  3.29.

              	
                Advancing
                  Facility.

                 

              
	
                ARTICLE
                  IV

                FLOW
                  OF FUNDS

                 

              
	
                SECTION
                  4.01.

              	
                Distributions.

              
	
                SECTION
                  4.02.

              	
                [Reserved].

              
	
                SECTION
                  4.03.

              	
                Statements.

              
	
                SECTION
                  4.04.

              	
                Remittance
                  Reports; Advances.

              
	
                SECTION
                  4.05.

              	
                Net
                  WAC Rate Carryover Reserve Account.

              
	
                SECTION
                  4.06.

              	
                Distributions
                  on the REMIC Regular Interests.

              
	
                SECTION
                  4.07.

              	
                Allocation
                  of Realized Losses.

              
	
                SECTION
                  4.08.

              	
                Swap
                  Account.

              
	
                SECTION
                  4.09.

              	
                Tax
                  Treatment of Swap Payments and Swap Termination
                  Payments

              
	
                SECTION
                  4.10.

              	
                [Reserved].

              
	
                SECTION
                  4.11.

              	
                Collateral
                  Account

              
	
                SECTION
                  4.12.

              	
                Rights
                  and Obligations Under the Interest Rate Swap Agreement.

                 

              
	
                ARTICLE
                  V

                THE
                  CERTIFICATES

                 

              
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              
	
                SECTION
                  5.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              
	
                SECTION
                  5.05.

              	
                Appointment
                  of Paying Agent.

                 

              
	
                ARTICLE
                  VI

                THE
                  SERVICER AND THE DEPOSITOR

                 

              
	
                SECTION
                  6.01.

              	
                Liability
                  of the Servicer and the Depositor.

              
	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of, the Servicer
                  or
                  the Depositor.

              
	
                SECTION
                  6.03.

              	
                Limitation
                  on Liability of the Servicer and Others.

              
	
                SECTION
                  6.04.

              	
                Servicer
                  Not to Resign.

              
	
                SECTION
                  6.05.

              	
                Delegation
                  of Duties.

              
	
                SECTION
                  6.06.

              	
                [Reserved].

              
	
                SECTION
                  6.07.

              	
                Inspection.

                 

              
	
                ARTICLE
                  VII

                DEFAULT

                 

              
	
                SECTION
                  7.01.

              	
                Servicer
                  Events of Termination.

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                SECTION
                  7.03.

              	
                Waiver
                  of Defaults.

              
	
                SECTION
                  7.04.

              	
                Notification
                  to Certificateholders.

              
	
                SECTION
                  7.05.

              	
                Survivability
                  of Servicer Liabilities.

                 

              
	
                ARTICLE
                  VIII

                THE
                  TRUSTEE

                 

              
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              
	
                SECTION
                  8.05.

              	
                Trustee
                  Fee and Expenses.

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              
	
                SECTION
                  8.07.

              	
                Resignation
                  or Removal of Trustee.

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                SECTION
                  8.11.

              	
                Limitation
                  of Liability.

              
	
                SECTION
                  8.12.

              	
                Trustee
                  May Enforce Claims Without Possession of Certificates.

              
	
                SECTION
                  8.13.

              	
                Suits
                  for Enforcement.

              
	
                SECTION
                  8.14.

              	
                Waiver
                  of Bond Requirement.

              
	
                SECTION
                  8.15.

              	
                Waiver
                  of Inventory, Accounting and Appraisal Requirement.

                 

              
	
                ARTICLE
                  IX

                REMIC
                  ADMINISTRATION

                 

              
	
                SECTION
                  9.01.

              	
                REMIC
                  Administration.

              
	
                SECTION
                  9.02.

              	
                Prohibited
                  Transactions and Activities.

              
	
                SECTION
                  9.03.

              	
                Indemnification
                  with Respect to Certain Taxes and Loss of REMIC Status.

                 

              
	
                ARTICLE
                  X

                TERMINATION

                 

              
	
                SECTION
                  10.01.

              	
                Termination.

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

                 

              
	
                ARTICLE
                  XI

                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                SECTION
                  11.01.

              	
                Amendment.

              
	
                SECTION
                  11.02.

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                SECTION
                  11.03.

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                SECTION
                  11.04.

              	
                Governing
                  Law; Jurisdiction.

              
	
                SECTION
                  11.05.

              	
                Notices.

              
	
                SECTION
                  11.06.

              	
                Severability
                  of Provisions.

              
	
                SECTION
                  11.07.

              	
                Article
                  and Section References.

              
	
                SECTION
                  11.08.

              	
                Notice
                  to the Rating Agencies and the NIMS Insurer.

              
	
                SECTION
                  11.09.

              	
                Further
                  Assurances.

              
	
                SECTION
                  11.10.

              	
                Third
                  Party Rights.

              
	
                SECTION
                  11.11.

              	
                Benefits
                  of Agreement.

              
	
                SECTION
                  11.12.

              	
                Acts
                  of Certificateholders.

              
	
                SECTION
                  11.13.

              	
                No
                  Petition.

              
	
                SECTION
                  11.14.

              	
                Intention
                  of the Parties and Interpretation.

              
	 	 
	 	 
	
                EXHIBITS:

                 

              	 
	
                Exhibit
                  A-1

              	
                Form
                  of Class I-A-1 Certificates

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class II-A-1 Certificates

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class II-A-2 Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class II-A-3 Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class M-1 Certificates

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-2 Certificates

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-3 Certificates

              
	
                Exhibit
                  A-8                        
                   Form of Class M-4 Certificates

              
	
                Exhibit
                  A-9                        
                   Form of Class M-5 Certificates

              
	
                Exhibit
                  A-10                      
                   Form of Class M-6 Certificates

              
	
                Exhibit
                  A-11                       
                  Form of Class M-7 Certificates

              
	
                Exhibit
                  A-12                       
                  Form of Class M-8 Certificates

              
	
                Exhibit
                  A-13                       
                  Form of Class M-9 Certificates

              
	
                Exhibit
                  A-14                       
                  Form of Class C Certificates

              
	
                Exhibit
                  A-15                       
                  Form of Class P Certificates

              
	
                Exhibit
                  A-16                       
                  Form of Class R Certificates

              
	
                Exhibit
                  A-17                       
                  Form of Class R-X Certificates

              
	
                Exhibit
                  B

              	
                [Reserved]

              
	
                Exhibit
                  C

              	
                Form
                  of Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  D

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  E

              	
                Request
                  for Release

              
	
                Exhibit
                  F-1

              	
                Form
                  of Trustee’s Initial Certification

              
	
                Exhibit
                  F-2

              	
                Form
                  of Trustee’s Final Certification

              
	
                Exhibit
                  F-3

              	
                Form
                  of Receipt of Mortgage Note

              
	
                Exhibit
                  G

              	
                Loss
                  Mitigation Procedures

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  I

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  J

              	
                Form
                  of Investment Letter

              
	
                Exhibit
                  K

              	
                Form
                  of Residual Certificates Transfer Affidavit

              
	
                Exhibit
                  L

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  M

              	
                Form
                  of ERISA Representation Letter

              
	
                Exhibit
                  N

              	
                Form
                  of Swap Administration Agreement

              
	
                Exhibit
                  O

              	
                Form
                  of Remittance Report

              
	
                Exhibit
                  P

              	
                [Reserved]

              
	
                Exhibit
                  Q

              	
                [Reserved]

              
	
                Exhibit
                  R-1 

              	
                Form
                  of Certification to Be Provided by the Depositor with Form
                  10-K

              
	
                Exhibit
                  R-2

              	
                Form
                  of Certification to Be Provided to Depositor by the
                  Trustee

              
	
                Exhibit
                  S

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  T

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

              
	
                Exhibit
                  U

              	
                Additional
                  Disclosure Notification

              
	
                Schedule
                  I

              	
                Prepayment
                  Charge Schedule

              
	
                Schedule
                  II

              	
                Foreclosure
                  Restricted Mortgage Loan

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       


      This
        Pooling and Servicing Agreement is dated as of February 1, 2007 (the
“Agreement”), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor
        (the “Depositor”), OPTION ONE MORTGAGE CORPORATION, as servicer (the “Servicer”)
        and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

       

      PRELIMINARY
        STATEMENT:

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        1

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the Mortgage Loans and certain other related assets subject
        to
        this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
        any
        Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
        Interest Trust and the Interest Rate Swap Agreement) as a REMIC for federal
        income tax purposes, and such segregated pool of assets shall be designated
        as
“REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual
        interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein).
        The following table irrevocably sets forth the designation, the Uncertificated
        REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and,
        for
        purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
        “latest possible maturity date” for each of the REMIC 1 Regular Interests (as
        defined herein). None of the REMIC 1 Regular Interests shall be certificated.
        

       

      
        	
                Designation

              	 	
                Uncertificated
                  REMIC 1

                Pass-Through
                  Rate

              	 	
                Initial

                Uncertificated
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                I

              	 	
                Variable(2)

              	 	 	
                $
                  43,200,091.53

              	 	
                March
                  25, 2037

              	 
	
                II

              	 	
                Variable(2)

              	 	 	
                $
                  8,046,584.07

              	 	
                March
                  25, 2037

              	 
	
                I-1-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,917,437.46

              	 	
                March
                  25, 2037

              	 
	
                I-1-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,917,437.46

              	 	
                March
                  25, 2037

              	 
	
                I-2-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,804,909.47

              	 	
                March
                  25, 2037

              	 
	
                I-2-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,804,909.47

              	 	
                March
                  25, 2037

              	 
	
                I-3-A

              	 	
                Variable(2)

              	 	 	
                $
                  6,683,617.74

              	 	
                March
                  25, 2037

              	 
	
                I-3-B

              	 	
                Variable(2)

              	 	 	
                $
                  6,683,617.74

              	 	
                March
                  25, 2037

              	 
	
                I-4-A

              	 	
                Variable(2)

              	 	 	
                $
                  7,559,243.48

              	 	
                March
                  25, 2037

              	 
	
                I-4-B

              	 	
                Variable(2)

              	 	 	
                $
                  7,559,243.48

              	 	
                March
                  25, 2037

              	 
	
                I-5-A

              	 	
                Variable(2)

              	 	 	
                $
                  8,395,396.74

              	 	
                March
                  25, 2037

              	 
	
                I-5-B

              	 	
                Variable(2)

              	 	 	
                $
                  8,395,396.74

              	 	
                March
                  25, 2037

              	 
	
                I-6-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,199,397.74

              	 	
                March
                  25, 2037

              	 
	
                I-6-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,199,397.74

              	 	
                March
                  25, 2037

              	 
	
                I-7-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,765,853.13

              	 	
                March
                  25, 2037

              	 
	
                I-7-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,765,853.13

              	 	
                March
                  25, 2037

              	 
	
                I-8-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,968,153.03

              	 	
                March
                  25, 2037

              	 
	
                I-8-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,968,153.03

              	 	
                March
                  25, 2037

              	 
	
                I-9-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,896,938.62

              	 	
                March
                  25, 2037

              	 
	
                I-9-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,896,938.62

              	 	
                March
                  25, 2037

              	 
	
                I-10-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,671,900.88

              	 	
                March
                  25, 2037

              	 
	
                I-10-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,671,900.88

              	 	
                March
                  25, 2037

              	 
	
                I-11-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,378,402.50

              	 	
                March
                  25, 2037

              	 
	
                I-11-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,378,402.50

              	 	
                March
                  25, 2037

              	 
	
                I-12-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,082,472.90

              	 	
                March
                  25, 2037

              	 
	
                I-12-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,082,472.90

              	 	
                March
                  25, 2037

              	 
	
                I-13-A

              	 	
                Variable(2)

              	 	 	
                $
                  8,793,313.47

              	 	
                March
                  25, 2037

              	 
	
                I-13-B

              	 	
                Variable(2)

              	 	 	
                $
                  8,793,313.47

              	 	
                March
                  25, 2037

              	 
	
                I-14-A

              	 	
                Variable(2)

              	 	 	
                $
                  8,533,905.53

              	 	
                March
                  25, 2037

              	 
	
                I-14-B

              	 	
                Variable(2)

              	 	 	
                $
                  8,533,905.53

              	 	
                March
                  25, 2037

              	 
	
                I-15-A

              	 	
                Variable(2)

              	 	 	
                $
                  8,285,929.66

              	 	
                March
                  25, 2037

              	 
	
                I-15-B

              	 	
                Variable(2)

              	 	 	
                $
                  8,285,929.66

              	 	
                March
                  25, 2037

              	 
	
                I-16-A

              	 	
                Variable(2)

              	 	 	
                $
                  8,049,176.19

              	 	
                March
                  25, 2037

              	 
	
                I-16-B

              	 	
                Variable(2)

              	 	 	
                $
                  8,049,176.19

              	 	
                March
                  25, 2037

              	 
	
                I-17-A

              	 	
                Variable(2)

              	 	 	
                $
                  7,905,614.92

              	 	
                March
                  25, 2037

              	 
	
                I-17-B

              	 	
                Variable(2)

              	 	 	
                $
                  7,905,614.92

              	 	
                March
                  25, 2037

              	 
	
                I-18-A

              	 	
                Variable(2)

              	 	 	
                $
                  9,624,741.95

              	 	
                March
                  25, 2037

              	 
	
                I-18-B

              	 	
                Variable(2)

              	 	 	
                $
                  9,624,741.95

              	 	
                March
                  25, 2037

              	 
	
                I-19-A

              	 	
                Variable(2)

              	 	 	
                $
                  12,780,615.97

              	 	
                March
                  25, 2037

              	 
	
                I-19-B

              	 	
                Variable(2)

              	 	 	
                $
                  12,780,615.97

              	 	
                March
                  25, 2037

              	 
	
                I-20-A

              	 	
                Variable(2)

              	 	 	
                $
                  14,847,514.92

              	 	
                March
                  25, 2037

              	 
	
                I-20-B

              	 	
                Variable(2)

              	 	 	
                $
                  14,847,514.92

              	 	
                March
                  25, 2037

              	 
	
                I-21-A

              	 	
                Variable(2)

              	 	 	
                $
                  15,023,940.84

              	 	
                March
                  25, 2037

              	 
	
                I-21-B

              	 	
                Variable(2)

              	 	 	
                $
                  15,023,940.84

              	 	
                March
                  25, 2037

              	 
	
                I-22-A

              	 	
                Variable(2)

              	 	 	
                $
                  13,516,055.69

              	 	
                March
                  25, 2037

              	 
	
                I-22-B

              	 	
                Variable(2)

              	 	 	
                $
                  13,516,055.69

              	 	
                March
                  25, 2037

              	 
	
                I-23-A

              	 	
                Variable(2)

              	 	 	
                $
                  10,282,136.01

              	 	
                March
                  25, 2037

              	 
	
                I-23-B

              	 	
                Variable(2)

              	 	 	
                $
                  10,282,136.01

              	 	
                March
                  25, 2037

              	 
	
                I-24-A

              	 	
                Variable(2)

              	 	 	
                $
                  7,825,712.21

              	 	
                March
                  25, 2037

              	 
	
                I-24-B

              	 	
                Variable(2)

              	 	 	
                $
                  7,825,712.21

              	 	
                March
                  25, 2037

              	 
	
                I-25-A

              	 	
                Variable(2)

              	 	 	
                $
                  6,627,023.32

              	 	
                March
                  25, 2037

              	 
	
                I-25-B

              	 	
                Variable(2)

              	 	 	
                $
                  6,627,023.32

              	 	
                March
                  25, 2037

              	 
	
                I-26-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,824,803.04

              	 	
                March
                  25, 2037

              	 
	
                I-26-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,824,803.04

              	 	
                March
                  25, 2037

              	 
	
                I-27-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,611,916.17

              	 	
                March
                  25, 2037

              	 
	
                I-27-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,611,916.17

              	 	
                March
                  25, 2037

              	 
	
                I-28-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,412,683.97

              	 	
                March
                  25, 2037

              	 
	
                I-28-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,412,683.97

              	 	
                March
                  25, 2037

              	 
	
                I-29-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,220,542.54

              	 	
                March
                  25, 2037

              	 
	
                I-29-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,220,542.54

              	 	
                March
                  25, 2037

              	 
	
                I-30-A

              	 	
                Variable(2)

              	 	 	
                $
                  5,035,198.16

              	 	
                March
                  25, 2037

              	 
	
                I-30-B

              	 	
                Variable(2)

              	 	 	
                $
                  5,035,198.16

              	 	
                March
                  25, 2037

              	 
	
                I-31-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,856,379.46

              	 	
                March
                  25, 2037

              	 
	
                I-31-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,856,379.46

              	 	
                March
                  25, 2037

              	 
	
                I-32-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,683,802.84

              	 	
                March
                  25, 2037

              	 
	
                I-32-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,683,802.84

              	 	
                March
                  25, 2037

              	 
	
                I-33-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,517,323.52

              	 	
                March
                  25, 2037

              	 
	
                I-33-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,517,323.52

              	 	
                March
                  25, 2037

              	 
	
                I-34-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,356,848.75

              	 	
                March
                  25, 2037

              	 
	
                I-34-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,356,848.75

              	 	
                March
                  25, 2037

              	 
	
                I-35-A

              	 	
                Variable(2)

              	 	 	
                $
                  4,202,131.89

              	 	
                March
                  25, 2037

              	 
	
                I-35-B

              	 	
                Variable(2)

              	 	 	
                $
                  4,202,131.89

              	 	
                March
                  25, 2037

              	 
	
                I-36-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,159,238.77

              	 	
                March
                  25, 2037

              	 
	
                I-36-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,159,238.77

              	 	
                March
                  25, 2037

              	 
	
                I-37-A

              	 	
                Variable(2)

              	 	 	
                $
                  3,243,527.87

              	 	
                March
                  25, 2037

              	 
	
                I-37-B

              	 	
                Variable(2)

              	 	 	
                $
                  3,243,527.87

              	 	
                March
                  25, 2037

              	 
	
                I-38-A

              	 	
                Variable(2)

              	 	 	
                $
                  3,128,307.81

              	 	
                March
                  25, 2037

              	 
	
                I-38-B

              	 	
                Variable(2)

              	 	 	
                $
                  3,128,307.81

              	 	
                March
                  25, 2037

              	 
	
                I-39-A

              	 	
                Variable(2)

              	 	 	
                $
                  3,017,211.50

              	 	
                March
                  25, 2037

              	 
	
                I-39-B

              	 	
                Variable(2)

              	 	 	
                $
                  3,017,211.50

              	 	
                March
                  25, 2037

              	 
	
                I-40-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,910,042.28

              	 	
                March
                  25, 2037

              	 
	
                I-40-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,910,042.28

              	 	
                March
                  25, 2037

              	 
	
                I-41-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,806,668.77

              	 	
                March
                  25, 2037

              	 
	
                I-41-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,806,668.77

              	 	
                March
                  25, 2037

              	 
	
                I-42-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,706,936.27

              	 	
                March
                  25, 2037

              	 
	
                I-42-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,706,936.27

              	 	
                March
                  25, 2037

              	 
	
                I-43-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,610,787.79

              	 	
                March
                  25, 2037

              	 
	
                I-43-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,610,787.79

              	 	
                March
                  25, 2037

              	 
	
                I-44-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,518,012.45

              	 	
                March
                  25, 2037

              	 
	
                I-44-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,518,012.45

              	 	
                March
                  25, 2037

              	 
	
                I-45-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,428,525.11

              	 	
                March
                  25, 2037

              	 
	
                I-45-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,428,525.11

              	 	
                March
                  25, 2037

              	 
	
                I-46-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,342,211.52

              	 	
                March
                  25, 2037

              	 
	
                I-46-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,342,211.52

              	 	
                March
                  25, 2037

              	 
	
                I-47-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,258,959.29

              	 	
                March
                  25, 2037

              	 
	
                I-47-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,258,959.29

              	 	
                March
                  25, 2037

              	 
	
                I-48-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,178,658.48

              	 	
                March
                  25, 2037

              	 
	
                I-48-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,178,658.48

              	 	
                March
                  25, 2037

              	 
	
                I-49-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,101,207.67

              	 	
                March
                  25, 2037

              	 
	
                I-49-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,101,207.67

              	 	
                March
                  25, 2037

              	 
	
                I-50-A

              	 	
                Variable(2)

              	 	 	
                $
                  2,026,503.61

              	 	
                March
                  25, 2037

              	 
	
                I-50-B

              	 	
                Variable(2)

              	 	 	
                $
                  2,026,503.61

              	 	
                March
                  25, 2037

              	 
	
                I-51-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,954,465.65

              	 	
                March
                  25, 2037

              	 
	
                I-51-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,954,465.65

              	 	
                March
                  25, 2037

              	 
	
                I-52-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,884,999.52

              	 	
                March
                  25, 2037

              	 
	
                I-52-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,884,999.52

              	 	
                March
                  25, 2037

              	 
	
                I-53-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,818,610.34

              	 	
                March
                  25, 2037

              	 
	
                I-53-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,818,610.34

              	 	
                March
                  25, 2037

              	 
	
                I-54-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,755,199.05

              	 	
                March
                  25, 2037

              	 
	
                I-54-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,755,199.05

              	 	
                March
                  25, 2037

              	 
	
                I-55-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,694,238.85

              	 	
                March
                  25, 2037

              	 
	
                I-55-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,694,238.85

              	 	
                March
                  25, 2037

              	 
	
                I-56-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,634,375.70

              	 	
                March
                  25, 2037

              	 
	
                I-56-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,634,375.70

              	 	
                March
                  25, 2037

              	 
	
                I-57-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,576,171.65

              	 	
                March
                  25, 2037

              	 
	
                I-57-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,576,171.65

              	 	
                March
                  25, 2037

              	 
	
                I-58-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,520,001.97

              	 	
                March
                  25, 2037

              	 
	
                I-58-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,520,001.97

              	 	
                March
                  25, 2037

              	 
	
                I-59-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,465,820.83

              	 	
                March
                  25, 2037

              	 
	
                I-59-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,465,820.83

              	 	
                March
                  25, 2037

              	 
	
                I-60-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,413,535.84

              	 	
                March
                  25, 2037

              	 
	
                I-60-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,413,535.84

              	 	
                March
                  25, 2037

              	 
	
                I-61-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,363,114.00

              	 	
                March
                  25, 2037

              	 
	
                I-61-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,363,114.00

              	 	
                March
                  25, 2037

              	 
	
                I-62-A

              	 	
                Variable(2)

              	 	 	
                $
                  1,314,509.59

              	 	
                March
                  25, 2037

              	 
	
                I-62-B

              	 	
                Variable(2)

              	 	 	
                $
                  1,314,509.59

              	 	
                March
                  25, 2037

              	 
	
                I-63-A

              	 	
                Variable(2)

              	 	 	
                $
                  35,403,831.08

              	 	
                March
                  25, 2037

              	 
	
                I-63-B

              	 	
                Variable(2)

              	 	 	
                $
                  35,403,831.08

              	 	
                March
                  25, 2037

              	 
	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                  regulations.

              
	
                (2)

              	
                Calculated
                  in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
                  Rate” herein.

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        2

       

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

       

      
        	
                Designation

              	
                Uncertificated
                  REMIC 2

                Pass-Through
                  Rate(2)

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                LTAA

              	
                Variable

              	
                $
                  783,999,991.70

              	
                March
                  25, 2037

              
	
                LTIA1

              	
                Variable

              	
                $   
                   3,359,830.00

              	
                March
                  25, 2037

              
	
                LTIIA1

              	
                Variable

              	
                $   
                   1,285,770.00

              	
                March
                  25, 2037

              
	
                LTIIA2

              	
                Variable

              	
                $      
                   836,500.00

              	
                March
                  25, 2037

              
	
                LTIIA3

              	
                Variable

              	
                $       
                  201,900.00

              	
                March
                  25, 2037

              
	
                LTM1

              	
                Variable

              	
                $       
                  408,000.00

              	
                March
                  25, 2037

              
	
                LTM2

              	
                Variable

              	
                $       
                  520,000.00

              	
                March
                  25, 2037

              
	
                LTM3

              	
                Variable

              	
                $       
                  140,000.00

              	
                March
                  25, 2037

              
	
                LTM4

              	
                Variable

              	
                $       
                  188,000.00

              	
                March
                  25, 2037

              
	
                LTM5

              	
                Variable

              	
                $       
                  144,000.00

              	
                March
                  25, 2037

              
	
                LTM6

              	
                Variable

              	
                $    
                       96,000.00

              	
                March
                  25, 2037

              
	
                LTM7

              	
                Variable

              	
                $       
                  128,000.00

              	
                March
                  25, 2037

              
	
                LTM8

              	
                Variable

              	
                $      
                   108,000.00

              	
                March
                  25, 2037

              
	
                LTM9

              	
                Variable

              	
                $       
                  152,000.00

              	
                March
                  25, 2037

              
	
                LTZZ

              	
                Variable

              	
                $  
                   8,431,999.83

              	
                March
                  25, 2037

              
	
                LTP

              	
                Variable

              	
                $              
                   100.00

              	
                March
                  25, 2037

              
	
                LTIO

              	
                Variable

              	
                (3)

              	
                March
                  25, 2037

              


      

      ___________________

      (1) For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
        regulations.

      (2) Calculated
        in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.

      (3) REMIC
        2
        Regular Interest LTIO will not have an Uncertificated Principal Balance,
        but
        will accrue interest on its Uncertificated Notional Amount.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        3

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
        income tax purposes, and such segregated pool of assets will be designated
        as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
        interests” in REMIC 3 for purposes of the REMIC Provisions.

       

      The
        following table sets forth (or describes) the designation, Pass-Through Rate,
        Original Class Certificate Principal Balance, and for purposes of satisfying
        Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
        date” for each Class of Certificates that represents one or more of the “regular
        interests” in REMIC 3 created hereunder:

       

      
        	
                Designation

              	
                Pass-Through

                Rate

              	
                Original
                  Class

                Certificate
                  Principal

                Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  I-A-1

              	
                Variable(2)

              	
                $
                  335,983,000.00

              	
                March
                  25, 2037

              
	
                Class
                  II-A-1

              	
                Variable(2)

              	
                $
                  128,577,000.00

              	
                March
                  25, 2037

              
	
                Class
                  II-A-2

              	
                Variable(2)

              	
                $ 
                   83,650,000.00

              	
                March
                  25, 2037

              
	
                Class
                  II-A-3

              	
                Variable(2)

              	
                $ 
                   20,190,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-1

              	
                Variable(2)

              	
                $ 
                   40,800,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-2

              	
                Variable(2)

              	
                $ 
                   52,000,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-3

              	
                Variable(2)

              	
                $ 
                   14,000,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-4

              	
                Variable(2)

              	
                $ 
                   18,800,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-5

              	
                Variable(2)

              	
                $ 
                   14,400,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-6

              	
                Variable(2)

              	
                $   
                   9,600,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-7

              	
                Variable(2)

              	
                $ 
                   12,800,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-8

              	
                Variable(2)

              	
                $ 
                   10,800,000.00

              	
                March
                  25, 2037

              
	
                Class
                  M-9

              	
                Variable(2)

              	
                $ 
                   15,200,000.00

              	
                March
                  25, 2037

              
	
                Class
                  C Interest

              	
                Variable(3)

              	
                $ 
                   43,199,991.53

              	
                March
                  25, 2037

              
	
                Class
                  P Interest

              	
                N/A(4)

              	
                $              
                   100.00

              	
                March
                  25, 2037

              
	
                Class
                  SWAP-IO Interest

              	
                N/A(5)

              	
                N/A(5)

              	
                March
                  25, 2037

              


      

      __________________

      (1) For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
        regulations.

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

      (3) The
        Class
        C Interest will accrue interest at its variable Pass-Through Rate on the
        Notional Amount of the Class C Interest outstanding from time to time which
        shall equal the aggregate of the Uncertificated Principal Balances of the
        REMIC
        2 Regular Interests (other than REMIC 2 Regular Interest LTP). The Class
        C
        Interest will not accrue interest on its Class Certificate Principal
        Balance.

      (4) The
        Class
        P Interest will not accrue interest.

      (5) The
        Class
        SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal
        Balance, but will be entitled to 100% of amounts distributed on REMIC 2 Regular
        Interest LTIO.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        4

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class C Interest as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
        REMIC 4 for purposes of the REMIC Provisions under federal income tax
        law.

       

      The
        following table sets forth (or describes) the designation, Pass-Through Rate,
        Original Class Certificate Principal Balance, and for purposes of satisfying
        Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
        date” for each Class of Certificates that represents one or more of the “regular
        interests” in REMIC 4 created hereunder:

       

      
        	
                Designation

              	
                Pass-Through

                Rate

              	
                Original
                  Class

                Certificate
                  Principal

                Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  C 

              	
                Variable(2)

              	
                $
                  43,199,991.53

              	
                March
                  25, 2037

              


      

      __________________

      (1) For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
        regulations.

      (2) The
        Class
        C Certificates will receive 100% of amounts received in respect of the Class
        C
        Interest.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        5

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class P Interest as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
        REMIC 5 for purposes of the REMIC Provisions under federal income tax
        law.

       

      The
        following table sets forth (or describes) the designation, Pass-Through Rate,
        Original Class Certificate Principal Balance, and for purposes of satisfying
        Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
        date” for each Class of Certificates that represents one or more of the “regular
        interests” in REMIC 5 created hereunder:

       

      
        	
                Designation

              	
                Pass-Through

                Rate

              	
                Original
                  Class

                Certificate
                  Principal

                Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  P 

              	
                Variable(2)

              	
                $
                  100.00

              	
                March
                  25, 2037

              


      

      __________________

      (1) For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
        regulations.

      (2) The
        Class
        P Certificates will receive 100% of amounts received in respect of the Class
        P
        Interest.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        6

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class SWAP-IO Interest as a REMIC for federal
        income
        tax purposes, and such segregated pool of assets will be designated as “REMIC
        6.” The Class R-6 Interest represents the sole class of “residual interests” in
        REMIC 6 for purposes of the REMIC Provisions under federal income tax
        law.

       

      The
        following table sets forth (or describes) the designation, Pass-Through Rate,
        Original Class Certificate Principal Balance, and for purposes of satisfying
        Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
        date” for each Class of Certificates that represents one or more of the “regular
        interests” in REMIC 6 created hereunder, which will be
        uncertificated:

       

      
        	
                Designation

              	
                Pass-Through

                Rate

              	
                Original
                  Class

                Certificate
                  Principal

                Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                SWAP-IO
                  

              	
                Variable(2)

              	
                N/A

              	
                March
                  25, 2037

              


      

      __________________

      (1) For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
        regulations.

      (2) REMIC
        6
        Regular Interest SWAP-IO will receive 100% of amounts received in respect
        of the
        Class SWAP-IO Interest.

       

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

      	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. Unless otherwise specified, all calculations in
        respect of interest on the Class A Certificates and the Mezzanine Certificates
        shall be made on the basis of the actual number of days elapsed on the basis
        of
        a 360-day year and all calculations in respect of interest on the Class C
        Certificates and all other calculations of interest described herein shall
        be
        made on the basis of a 360-day year consisting of twelve 30-day months. The
        Class P Certificates and the Residual Certificates are not entitled to
        distributions in respect of interest and, accordingly, will not accrue
        interest.

       

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

       

      “Account”:
        Any
        of
        the Collection Account, the Distribution Account, the Net WAC Rate Carryover
        Reserve Account or the Swap Account.

       

      “Accrual
        Period”: With respect to the Class A Certificates and the Mezzanine Certificates
        and each Distribution Date, the period commencing on the preceding Distribution
        Date (or in the case of the first such Accrual Period, commencing on the
        Closing
        Date) and ending on the day preceding the current Distribution Date. With
        respect to the Class C Certificates and each Distribution Date, the calendar
        month prior to the month of such Distribution Date.

       

      “Additional
        Disclosure”: As defined in Section 3.25(a)(iv).

       

      “Additional
        Form 10-D Disclosure”: As defined in Section 3.25(a)(i).

       

      “Additional
        Form 10-K Disclosure”: As defined in Section 3.25(a)(iii).

       

      “Adjusted
        Net Maximum Mortgage Rate”: With respect to any Distribution Date and any
        Mortgage Loan (or the related REO Property) in the Trust Fund as of the close
        of
        business on the last day of the preceding calendar month, a per annum rate
        of
        interest equal to the applicable Maximum Mortgage Rate for such Mortgage
        Loan as
        of the first day of the month preceding the month in which the Distribution
        Date
        occurs (or the Cut-off Date with respect to the first Distribution Date)
        minus
        the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
        Rate.

       

      “Adjusted
        Net Mortgage Rate”: With respect to any Distribution Date and any Mortgage Loan
        (or the related REO Property) in the Trust Fund as of the close of business
        on
        the last day of the preceding prepayment period, a per annum rate of interest
        equal to the applicable Mortgage Rate for such Mortgage Loan as of the first
        day
        of the month preceding the month in which the related Distribution Date occurs
        (or the Cut-off Date with respect to the first Distribution Date) minus the
        sum
        of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.

       

      “Adjustment
        Date”: With respect to each Mortgage Loan, each adjustment date, on which the
        Mortgage Rate of such Mortgage Loan 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.

       

      “Advance”:
        As to any Mortgage Loan or REO Property, any advance made by the Servicer
        in
        respect of any Distribution Date pursuant to Section 4.04.

       

      “Advancing
        Facility”: As defined in Section 3.29 hereof.

       

      “Advancing
        Person”: As defined in Section 3.29 hereof.

       

      “Adverse
        REMIC Event”: As defined in Section 9.01(f) hereof.

       

      “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.

       

      “Agreement”:
        This Pooling and Servicing Agreement and all amendments hereof and supplements
        hereto.

       

      “Allocated
        Realized Loss Amount”: With respect to any Distribution Date and the Mezzanine
        Certificates, the sum of (i) any Realized Losses allocated to such Class
        of
        Certificates on such Distribution Date and (ii) the amount of any Allocated
        Realized Loss Amount for such Class of Certificates remaining unpaid from
        the
        previous Distribution Date as reduced by an amount equal to the increase
        in the
        related Certificate Principal Balance due to the receipt of Subsequent
        Recoveries.

       

      “Assignment”:
        An assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form (excepting therefrom, if applicable, the mortgage recordation
        information which has not been required pursuant to Section 2.01 hereof or
        returned by the applicable recorder’s office and if the assignment has been
        delivered in blank, the name of the Assignee), which is sufficient under
        the
        laws of the jurisdiction wherein the related Mortgaged Property is located
        to
        reflect or record the sale of the Mortgage.

       

      “Available
        Funds”: With respect to any Distribution Date, an amount equal to the excess of
        (i) the sum of (a) the aggregate of the related Monthly Payments received
        on or
        prior to the related Determination Date, including any Subsequent Recoveries,
        (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments and other
        unscheduled recoveries of principal and interest in respect of the Mortgage
        Loans received during the related Prepayment Period, (c) the aggregate of
        any
        amounts received in respect of a related REO Property withdrawn from any
        REO
        Account and deposited in the Collection Account for such Distribution Date,
        (d)
        the aggregate of any amounts deposited in the Collection Account by the Servicer
        in respect of related Prepayment Interest Shortfalls for such Distribution
        Date,
        (e) the aggregate of any Advances made by the Servicer for such Distribution
        Date, (f) the aggregate of any related advances made by the Trustee for such
        Distribution Date pursuant to Section 7.02 and (g) the amount of any Prepayment
        Charges collected by the Servicer in connection with the full or partial
        prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
        Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to
        the
        Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section 3.11(b),
        (b) amounts deposited in the Collection Account or the Distribution Account
        pursuant to clauses (a) through (g) above, as the case may be, in error,
        (c) the
        amount of any Prepayment Charges collected by the Servicer in connection
        with
        the full or partial prepayment of any of the Mortgage Loans and any Servicer
        Prepayment Charge Payment Amount, (d) the Trustee Fee payable from the
        Distribution Account pursuant to Section 8.05, (e)
        any
        Net Swap Payment or Swap Termination Payment owed to the Swap Provider
but
        excluding any Swap Termination Payment owed to the Swap Provider resulting
        from
        a Swap Provider Trigger Event
        (after
        taking into account any upfront payment received from the counterparty to
        a
        replacement swap agreement) and (f) any indemnification payments or expense
        reimbursements made by the Trust Fund pursuant to Section 8.05.

       

      “Back-Up
        Certification”: As defined in Section 3.25(a)(ii). 

       

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

       

      “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 5.02 hereof). On the Closing Date, the Class A Certificates
        and the Mezzanine Certificates shall be Book-Entry Certificates.

       

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

       

      “Certificate”:
        Any Regular Certificate or Residual Certificate.

       

      “Certificateholder”:
        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 a Residual Certificate for any purpose hereof and, solely
        for the
        purposes of giving any consent pursuant to this Agreement, any Certificate
        registered in the name of the Depositor or the Servicer or any Affiliate
        thereof
        shall be deemed not to be outstanding and the Voting Rights to which it is
        entitled shall not be taken into account in determining whether the requisite
        percentage of Voting Rights necessary to effect any such consent has been
        obtained, except as otherwise provided in Section 11.01. The Trustee and
        the
        NIMS Insurer may conclusively rely upon a certificate of the Depositor or
        the
        Servicer in determining whether a Certificate is held by an Affiliate thereof.
        All references herein to “Certificateholders” shall reflect the rights of
        Certificate Owners as they may indirectly exercise such rights through the
        Depository and participating members thereof, except as otherwise specified
        herein; provided, however, that the Trustee and the NIMS Insurer shall be
        required to recognize as a “Certificateholder” only the Person in whose name a
        Certificate is registered in the Certificate Register.

       

      “Certificate
        Margin”: With respect to each Class of Adjustable-Rate Certificates and for
        purposes of the Marker Rate and the Maximum LTZZ Uncertificated Interest
        Deferral Amount, the specified REMIC 2 Regular Interest, as
        follows:

       

      
        	
                Class

              	
                REMIC
                  2 Regular Interest

              	
                Certificate
                  Margin

              
	
                (1)
                  (%)

              	
                (2)
                  (%)

              
	
                I-A-1

              	
                LTIA1

              	
                0.140

              	
                0.280

              
	
                II-A-1

              	
                LTIIA1

              	
                0.080

              	
                0.160

              
	
                II-A-2

              	
                LTIIA2

              	
                0.120

              	
                0.240

              
	
                II-A-3

              	
                LTIIA3

              	
                0.210

              	
                0.420

              
	
                M-1

              	
                LTM1

              	
                0.300

              	
                0.450

              
	
                M-2

              	
                LTM2

              	
                0.450

              	
                0.675

              
	
                M-3

              	
                LTM3

              	
                0.500

              	
                0.750

              
	
                M-4

              	
                LTM4

              	
                0.950

              	
                1.425

              
	
                M-5

              	
                LTM5

              	
                1.000

              	
                1.500

              
	
                M-6

              	
                LTM6

              	
                1.100

              	
                1.650

              
	
                M-7

              	
                LTM7

              	
                1.800

              	
                2.700

              
	
                M-8

              	
                LTM8

              	
                2.000

              	
                3.000

              
	
                M-9

              	
                LTM9

              	
                2.250

              	
                3.375

              


      

      __________

      
        	 	
                (1)

              	
                For
                  the Accrual Period for each Distribution Date on or prior to the
                  Optional
                  Termination Date.

              


      

      
        	 	
                (2)

              	
                For
                  each other Accrual Period.

              


      

      


      “Certificate
        Owner”: With respect to each Book-Entry Certificate, any beneficial owner
        thereof.

       

      “Certificate
        Principal Balance”: With respect to any Class of Regular Certificates (other
        than the Class C Certificates) immediately prior to any Distribution Date,
        will
        be equal to the Initial Certificate Principal Balance thereof (A) increased,
        in
        the case of a Mezzanine Certificate by the amount of any Subsequent Recoveries
        added to the Certificate Principal Balance of such Class pursuant to Section
        4.01, (B) reduced by the sum of all amounts actually distributed in respect
        of
        principal of such Class and (C) further reduced, in the case of a Mezzanine
        Certificate by Realized Losses allocated thereto on all prior Distribution
        Dates. With respect to the Class C Certificates as of any date of determination,
        an amount equal to the excess, if any, of (A) the then aggregate Uncertificated
        Principal Balance of the REMIC 2 Regular Interests over (B) the then aggregate
        Certificate Principal Balances of the Class A Certificates, the Mezzanine
        Certificates and the Class P Certificates then outstanding.

       

      “Certificate
        Register” and “Certificate Registrar”: The register maintained and registrar
        appointed pursuant to Section 5.02 hereof.

       

      “Certification
        Parties”: As defined in Section 3.25(a)(ii).

       

      “Certifying
        Person”: As defined in Section 3.25 (a)(ii). 

       

      “Class”:
        Collectively, Certificates which 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
        A
        Certificateholder”: Any Holder of a Class A Certificate.

       

      “Class
        A
        Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
        II-A-2 Certificate or Class II-A-3 Certificate.

       

      “Class
        A
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
        II
        Senior Principal Distribution Amount.

       

      “Class
        I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-1, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-2, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-3, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-4, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        C
        Certificate”: Any one of the Class C Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
        in
        REMIC 4, (ii) beneficial ownership of the Net WAC Rate Carryover Reserve
        Account
        and (iii) beneficial ownership of the Supplemental Interest Trust.

       

      “Class
        C
        Interest”: An uncertificated interest in the Trust held by the Trustee on behalf
        of the Holders of the Class C Certificates, evidencing a Regular Interest
        in
        REMIC 3 for purposes of the REMIC Provisions.

       

      “Class
        IO
        Distribution Amount”: As defined in Section 4.08 hereof. For purposes of
        clarity, the Class IO Distribution Amount for any Distribution Date shall
        equal
        the amount payable to the Swap Administrator on such Distribution Date in
        excess
        of the amount payable on the Class Swap-IO Interest on such Distribution
        Date,
        all as further provided in Section 4.08 hereof.

       

      “Class
        Swap-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
        Regular Interest in REMIC 3.

       

      “Class
        M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-5, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-1/M-2/M-3 Principal Distribution Amount”: An amount, not less than zero, equal
        to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the Class A Certificates (after taking into account the distribution of
        the
        Class A Principal Distribution Amount on such Distribution Date) and (ii)
        the
        aggregate Certificate Principal Balance of the Class M-1 Certificates, the
        Class
        M-2 Certificates and the Class M-3 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i)
        69.10%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-4 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date) and (v) the Certificate Principal Balance of the
        Class M-4 Certificates immediately prior to such Distribution Date over (y)
        the
        lesser of (A) the product of (i) 73.50%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-5 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date), (v) the Certificate Principal Balance of the
        Class
        M-4 Certificates (after taking into account the distribution of the Class
        M-4
        Principal Distribution Amount on such Distribution Date) and (vi) the
        Certificate Principal Balance of the Class M-5 Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i)
77.10%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-6 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date), (v) the Certificate Principal Balance of the
        Class
        M-4 Certificates (after taking into account the distribution of the Class
        M-4
        Principal Distribution Amount on such Distribution Date), (vi) the Certificate
        Principal Balance of the Class M-5 Certificates (after taking into account
        the
        distribution of the Class M-5 Principal Distribution Amount on such Distribution
        Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 79.50%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-7 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date), (v) the Certificate Principal Balance of the
        Class
        M-4 Certificates (after taking into account the distribution of the Class
        M-4
        Principal Distribution Amount on such Distribution Date), (vi) the Certificate
        Principal Balance of the Class M-5 Certificates (after taking into account
        the
        distribution of the Class M-5 Principal Distribution Amount on such Distribution
        Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
        (after taking into account the distribution of the Class M-6 Principal
        Distribution Amount on such Distribution Date) and (viii) the Certificate
        Principal Balance of the Class M-7 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 82.70%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-8 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date), (v) the Certificate Principal Balance of the
        Class
        M-4 Certificates (after taking into account the distribution of the Class
        M-4
        Principal Distribution Amount on such Distribution Date), (vi) the Certificate
        Principal Balance of the Class M-5 Certificates (after taking into account
        the
        distribution of the Class M-5 Principal Distribution Amount on such Distribution
        Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
        (after taking into account the distribution of the Class M-6 Principal
        Distribution Amount on such Distribution Date), (viii) the Certificate Principal
        Balance of the Class M-7 Certificates (after taking into account the
        distribution of the Class M-7 Principal Distribution Amount on such Distribution
        Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 85.50%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-9 Principal Distribution Amount”: An amount, not less than zero, equal to the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates (after taking into account the distribution of the Class
        A
        Principal Distribution Amount on such Distribution Date), (ii) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
        the
        Certificate Principal Balance of the Class M-3 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2/M-3 Principal Distribution
        Amount
        on such Distribution Date), (v) the Certificate Principal Balance of the
        Class
        M-4 Certificates (after taking into account the distribution of the Class
        M-4
        Principal Distribution Amount on such Distribution Date), (vi) the Certificate
        Principal Balance of the Class M-5 Certificates (after taking into account
        the
        distribution of the Class M-5 Principal Distribution Amount on such Distribution
        Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
        (after taking into account the distribution of the Class M-6 Principal
        Distribution Amount on such Distribution Date), (viii) the Certificate Principal
        Balance of the Class M-7 Certificates (after taking into account the
        distribution of the Class M-7 Principal Distribution Amount on such Distribution
        Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
        (after taking into account the distribution of the Class M-8 Principal
        Distribution Amount on such Distribution Date) and (x) the Certificate Principal
        Balance of the Class M-9 Certificates immediately prior to such Distribution
        Date over (y) the lesser of (A) the product of (i) 89.20%
        and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the Overcollateralization Floor.

       

      “Class
        P
        Certificate”: Any one of the Class P Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-15, representing the right to distributions
        as
        set forth herein and therein and evidencing a regular interest in REMIC
        5.

       

      “Class
        P
        Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
        behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
        in REMIC 3 for purposes of the REMIC Provisions.

       

      “Class
        R
        Certificate”: The Class R Certificate executed by the Trustee, and authenticated
        and delivered by the Certificate Registrar, substantially in the form annexed
        hereto as Exhibit A-16 and evidencing the ownership of the Class R-1 Interest,
        the Class R-2 Interest and the Class R-3 Interest.

       

      “Class
        R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-17 and evidencing the ownership of the Class
        R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Close
        of
        Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
        time).

       

      “Closing
        Date”: February 22, 2007.

       

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

       

      “Collection
        Account”: The segregated account or accounts created and maintained by the
        Servicer pursuant to Section 3.10(a), which shall be entitled “Wells Fargo Bank,
        N.A., as Trustee, in trust for registered Holders of Option One Mortgage
        Loan
        Trust 2007-CP1, Asset-Backed Certificates, Series 2007-CP1,” which must be an
        Eligible Account.

       

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

       

      “Compensating
        Interest”: As defined in Section 3.24 hereof.

       

      “Convertible
        Mortgage Loan”: Any Mortgage Loan which allows the Mortgagor thereunder to
        convert the Mortgage Rate thereon to a fixed Mortgage Rate.

       

      “Corporate
        Trust Office”: 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 Sixth Street and Marquette Avenue, Minneapolis,
        Minnesota 55479-0113, Attention: Option One Series 2007-CP1, or at such other
        address as the Trustee may designate from time to time by notice to the
        Certificateholders, the Depositor, the Servicer, the Originator and the
        Seller.

       

      “Corresponding
        Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
        corresponding Regular Certificate set forth in the table below:

       

      
        	
                REMIC
                  2 Regular Interest

              	
                Regular

                Certificate

              
	
                LTIA1

              	
                Class
                  I-A-1

              
	
                LTIIA1

              	
                Class
                  II-A-1

              
	
                LTIIA2

              	
                Class
                  II-A-2

              
	
                LTIIA3

              	
                Class
                  II-A-3

              
	
                LTM1

              	
                Class
                  M-1

              
	
                LTM2

              	
                Class
                  M-2

              
	
                LTM3

              	
                Class
                  M-3

              
	
                LTM4

              	
                Class
                  M-4

              
	
                LTM5

              	
                Class
                  M-5

              
	
                LTM6

              	
                Class
                  M-6

              
	
                LTM7

              	
                Class
                  M-7

              
	
                LTM8

              	
                Class
                  M-8

              
	
                LTM9

              	
                Class
                  M-9

              
	
                LTP

              	
                Class
                  P

              


      

      


      “Custodian”:
        Wells Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor
        thereto.

       

      “Cut-off
        Date”: With respect to any Mortgage Loan, February 1, 2007. With respect to all
        Qualified Substitute Mortgage Loans, their respective dates of substitution.
        References herein to the “Cut-off Date,” when used with respect to more than one
        Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage
        Loans.

       

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

       

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

       

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

       

      “Definitive
        Certificates”: As defined in Section 5.02(c) hereof.

       

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

       

      “Delinquency
        Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
        have occurred with respect to the Certificates on a Distribution Date if
        the
        Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
        25.00%.

       

      “Delinquency
        Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
        the aggregate Stated Principal Balance of Mortgage Loans (not including any
        Liquidated Mortgage Loan as of the end of the related Prepayment Period)
        Delinquent 60 days or more (including Mortgage Loans that are REO Properties,
        in
        foreclosure or in bankruptcy and that are also Delinquent 60 days or more)
        by
        (y) the aggregate Stated Principal Balance of the Mortgage Loans (not including
        any Liquidated Mortgage Loan as of the end of the related Prepayment Period),
        in
        each case, as of the last day of the previous calendar month.

       

      “Delinquent”:
        Any Mortgage Loan, the Monthly Payment due on a Due Date which is not made
        by
        the Close of Business on the next scheduled Due Date for such Mortgage Loan.
        For
        example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
        due on a Due Date is not made by the Close of Business on the second scheduled
        Due Date after such Due Date.

       

      “Depositor”:
        Option One Mortgage Acceptance Corporation, a Delaware corporation, or any
        successor in interest.

       

      “Depository”:
        The initial Depository shall be The Depository Trust Company and upon request,
        Clearstream Banking Luxembourg and the Euroclear System, whose nominee is
        Cede
& Co., or any other organization registered as a “clearing agency” pursuant
        to Section 17A of the Securities Exchange Act of 1934, as amended. 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, the 15th day of the calendar month
        in which such Distribution Date occurs or, if such 15th day is not a Business
        Day, the Business Day immediately preceding such 15th day.

       

      “Directly
        Operate”: With respect to any REO Property, the furnishing or rendering of
        services to the tenants thereof, the management or operation of such REO
        Property, the holding of such REO Property primarily for sale to customers,
        the
        performance of any construction work thereon or any use of such REO Property
        in
        a trade or business conducted by the REMIC other than through an Independent
        Contractor; provided, however, that the Trustee (or the Servicer on behalf
        of
        the Trustee) shall not be considered to Directly Operate an REO Property
        solely
        because the Trustee (or the Servicer on behalf of the Trustee) establishes
        rental terms, chooses tenants, enters into or renews leases, deals with taxes
        and insurance, or makes decisions as to repairs or capital expenditures with
        respect to such REO Property.

       

      “Disqualified
        Organization”: A “disqualified organization” under Section 860E of the Code,
        which as of the Closing Date is any of: (i) the United States, any state
        or
        political subdivision thereof, any foreign government, any international
        organization, or any agency or instrumentality of any of the foregoing, (ii)
        any
        organization (other than certain farmers cooperatives described in Section
        521
        of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
        unless such organization is subject to the tax imposed by Section 511 of
        the
        Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code,
        (iv) an “electing large partnership” within the meaning of Section 775 of the
        Code or (v) any other Person so designated by the Trustee based upon an Opinion
        of Counsel provided by nationally recognized counsel to the Trustee that
        the
        holding of an ownership interest in a Residual Certificate by such Person
        may
        cause any REMIC formed hereunder 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. A corporation will not be treated as an instrumentality of the United
        States or of any state or political subdivision thereof, if all of its
        activities are subject to tax and, a majority of its board of directors is
        not
        selected by a governmental unit. The terms “United States,” “state” and
“international organizations” shall have the meanings set forth in Section 7701
        of the Code.

       

      “Distribution
        Account”: The segregated trust account or accounts created and maintained by the
        Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution
        Account, Wells Fargo Bank, N.A., as Trustee, in trust for the registered
        Certificateholders of Option One Mortgage Loan Trust 2007-CP1, Asset-Backed
        Certificates, Series 2007-CP1” and which must be an Eligible
        Account.

       

      “Distribution
        Date”: The 25th
        day of
        any calendar month, or if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day,
        commencing in March 2007.

       

      “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 (or, in the case of any Mortgage
        Loan under the terms of which the Monthly Payment for such Mortgage Loan
        was due
        on a day other than the first day of the calendar month in which such
        Distribution Date occurs, the day during the related Due Period on which
        such
        Monthly Payment 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 P-1 by Moody’s and
        A-1+ by S&P (or comparable ratings if Moody’s and S&P are not the Rating
        Agencies) 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 such corporation), the uninsured deposits in which account
        are
        otherwise secured such that, as evidenced by an Opinion of Counsel delivered
        to
        the NIMS Insurer, the Trustee and to each Rating Agency, the Certificateholders
        will have a claim with respect to the funds in such account or a perfected
        first
        priority security interest against such collateral (which shall be limited
        to
        Permitted Investments) securing such 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 their then current ratings of the Certificates as evidenced
        by
        a letter from each Rating Agency to the Trustee and the NIMS Insurer. Eligible
        Accounts may bear interest.

       

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

       

      “Escrow
        Payments”: The amounts constituting ground rents, taxes, assessments, water
        rates, fire and hazard insurance premiums and other payments required to
        be
        escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
        Loan.

       

      “Estate
        in Real Property”: A fee simple estate in a parcel of real
        property.

       

      “Estimated
        Swap Termination Payment”: As defined in the Interest Rate Swap
        Agreement.

       

      “Excess
        Overcollateralized Amount”: With respect to the Class A Certificates and the
        Mezzanine Certificates and any Distribution Date, 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.

       

      “Exchange
        Act”: The Securities Exchange Act of 1934, as amended. 

       

      “Extra
        Principal Distribution Amount”: With respect to any Distribution Date, the
        lesser of (x) the Monthly Interest Distributable Amount payable on the Class
        C
        Certificates on such Distribution Date as reduced by Realized Losses allocated
        thereto with respect to such Distribution Date pursuant to Section 4.07 and
        (y)
        the Overcollateralization Deficiency Amount for such Distribution Date.


       

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

       

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

       

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

       

      “Fixed
        Swap Payment”: With respect to any Distribution Date, the amount calculated
        based on a fixed rate as set forth in the Interest Rate Swap
        Agreement.

       

      “Floating
        Swap Payment”: With respect to any Distribution Date, a floating amount equal to
        the product of (i) Swap LIBOR, (ii) the lesser of (a) the product of (I)
        the
        aggregate Certificate Principal Balance of the outstanding Class A and Mezzanine
        Certificates immediately prior to such Distribution Date and (II) 1/250 and
        (b)
        the related Notional Amount (as defined in the Interest Rate Swap Agreement),
        (iii) 250 and (iv) a fraction, the numerator of which is the actual number
        of
        days elapsed from and including the previous Floating Rate Payer Period End
        Date
        (as defined in the Interest Rate Swap Agreement) to but excluding the current
        Floating Rate Payer Period End Date (or, for the first Distribution Date,
        the
        actual number of days elapsed from the Closing Date to but excluding the
        first
        Floating Rate Payer Period End Date), and the denominator of which is
        360.

       

      “Foreclosure
        Restricted Mortgage Loan”: Any Mortgage Loan listed on Schedule II hereto.


       

      “Form
        8-K
        Disclosure Information”: As defined in Section 3.25(a)(ii). 

       

      “Formula
        Rate”: For any Distribution Date and any Class of the Class A Certificates and
        the Mezzanine Certificates, the lesser of (i) LIBOR plus the related Certificate
        Margin and (ii) the applicable Maximum Cap Rate.

       

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

       

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

       

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

       

      “Group
        I
        Basic Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (i) the Group I Principal Remittance Amount for such Distribution
        Date
        over the sum of (ii) the Overcollateralization Release Amount, if any, for
        such
        Distribution Date multiplied by the Group I Allocation Percentage and (iii)
        any
        part of the Net Swap Payment or Swap Termination Payment due to the Swap
        Provider (other than a Swap Termination Payment resulting from a Swap Provider
        Trigger Event) not paid on such Distribution Date from the Group I Interest
        Remittance Amount.

       

      “Group
        I
        Certificates”: The Class
        I-A-1 Certificates.

       

      “Group
        I
        Interest Remittance Amount”: With respect to any Distribution Date, that portion
        of the Available Funds for such Distribution Date attributable to interest
        received or advanced with respect to the Group I Mortgage Loans minus
        a
pro
        rata
        portion
        (based on the aggregate Stated Principal Balance of the Group I Mortgage
        Loans
        over the aggregate Stated Principal Balance of the Mortgage Loans) of the
        sum of
        any Net Swap Payment owed to the Swap Provider on that Distribution Date
        and any
        Swap Termination Payment or unpaid portion thereof owed to the Swap Provider
        on
        that Distribution Date (other than a Swap Termination Payment resulting from
        a
        Swap Provider Trigger Event).

       

      “Group
        I
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. The aggregate
        Principal Balance of the Group I Mortgage Loans as of the Cut-off Date is
        equal
        to $472,727,931.26.

       

      “Group
        I
        Overcollateralization Floor”: With respect to the Group I Certificates,
$2,363,639.66.

       

      “Group
        I
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the Group I Basic Principal Distribution Amount for such Distribution
        Date and (ii) the Extra Principal Distribution Amount for such Distribution
        Date
        multiplied by the Group I Allocation Percentage.

       

      “Group
        I
        Principal Remittance Amount”: With respect to any Distribution Date, the sum of
        (i) each scheduled payment of principal collected or advanced on the Group
        I
        Mortgage Loans by the Servicer that were due during the related Due Period,
        (ii)
        the principal portion of all partial and full principal prepayments of the
        Group
        I Mortgage Loans received by the Servicer during the related Prepayment Period,
        (iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
        Recoveries and Insurance Proceeds received during such Prepayment Period
        with
        respect to the Group I Mortgage Loans, (iv) that portion of the Purchase
        Price,
        representing principal of any repurchased Group I Mortgage Loan, deposited
        to
        the Collection Account during such Prepayment Period, (v) the principal portion
        of any related Substitution Adjustments deposited in the Collection Account
        during such Prepayment Period with respect to the Group I Mortgage Loans
        and
        (vi) on the Distribution Date on which the Trust Fund is to be terminated
        pursuant to Section 10.01, that portion of the Termination Price, in respect
        of
        principal on the Group I Mortgage Loans.

       

      “Group
        I
        Senior Principal Distribution Amount”: An amount, not less than zero, equal to
        the excess of (x) the aggregate Certificate Principal Balance of the Group
        I
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 42.20%
        and
        (ii)
        the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
        the
        last day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Group I Mortgage Loans as of the last day of the
        related Due Period (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) minus the Group I Overcollateralization Floor.

       

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

       

      “Group
        II
        Basic Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (i) the Group II Principal Remittance Amount for such Distribution
        Date over the sum of (ii) the Overcollateralization Release Amount, if any,
        for
        such Distribution Date multiplied by the Group II Allocation Percentage and
        (iii) any part of the Net Swap Payment or Swap Termination Payment due to
        the
        Swap Provider (other than a Swap Termination Payment resulting from a Swap
        Provider Trigger Event) not paid on such Distribution Date from the Group
        II
        Interest Remittance Amount.

       

      “Group
        II
        Certificates”: The Class II-A-1 Certificates, Class II-A-2 Certificates and the
        Class II-A-3 Certificates.

       

      “Group
        II
        Interest Remittance Amount”: With respect to any Distribution Date, that portion
        of the Available Funds for such Distribution Date attributable to interest
        received or advanced with respect to the Group II Mortgage Loans minus a
        pro
        rata portion (based
        on
        the aggregate Stated Principal Balance of the Group II Mortgage Loans over
        the
        aggregate Stated Principal Balance of the Mortgage Loans)
        of the
        sum of any Net Swap Payment owed to the Swap Provider on that Distribution
        Date
        and any Swap Termination Payment or unpaid portion thereof owed to the Swap
        Provider on that Distribution Date (other than a Swap Termination Payment
        resulting from a Swap Provider Trigger Event).

       

      “Group
        II
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. The aggregate
        Principal Balance of the Group II Mortgage Loans as of the Cut-off Date is
        equal
        to $327,272,160.27.

       

      “Group
        II
        Overcollateralization Floor”: With respect to the Group II Certificates,
$1,636,360.80.

       

      “Group
        II
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the Group II Basic Principal Distribution Amount for such Distribution
        Date and (ii) the Extra Principal Distribution Amount for such Distribution
        Date
        multiplied by the Group II Allocation Percentage.

       

      “Group
        II
        Principal Remittance Amount”: With respect to any Distribution Date, the sum of
        (i) each scheduled payment of principal collected or advanced on the Group
        II
        Mortgage Loans by the Servicer that were due during the related Due Period,
        (ii)
        the principal portion of all partial and full principal prepayments of the
        Group
        II Mortgage Loans received by the Servicer during the related Prepayment
        Period,
        (iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
        Recoveries and Insurance Proceeds received during such Prepayment Period
        with
        respect to the Group II Mortgage Loans, (iv) that portion of the Purchase
        Price,
        representing principal of any repurchased Group II Mortgage Loan, deposited
        to
        the Collection Account during such Prepayment Period, (v) the principal portion
        of any related Substitution Adjustments deposited in the Collection Account
        during such Prepayment Period with respect to the Group II Mortgage Loans
        and
        (vi) on the Distribution Date on which the Trust Fund is to be terminated
        pursuant to Section 10.01, that portion of the Termination Price, in respect
        of
        principal on the Group II Mortgage Loans.

       

      “Group
        II
        Senior Principal Distribution Amount”: An amount, not less than zero, equal to
        the excess of (x) the Certificate Principal Balance of the Group II Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 42.20%
        and
        (ii)
        the aggregate Stated Principal Balance of the Group II Mortgage Loans as
        of the
        last day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the positive difference, if any, of the aggregate Stated
        Principal Balance of the Group II Mortgage Loans as of the last day of the
        related Due Period (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) minus the Group II Overcollateralization Floor.

       

      “Highest
        Priority”: As of any date of determination, the Class of Mezzanine Certificates
        then outstanding with a Certificate Principal Balance greater than zero,
        with
        the highest priority for payments pursuant to Section 4.01, in the following
        order: 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.

       

      “Holder”:
        See “Certificateholder.”

       

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

       

      “Independent
        Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
        within the meaning of Section 856(d)(3) of the Code if such REMIC were a
        real
        estate investment trust (except that the ownership tests set forth in that
        section shall be considered to be met by any Person that owns, directly or
        indirectly, 35% or more of any Class of Certificates), so long as each such
        REMIC does not receive or derive any income from such Person and provided
        that
        the relationship between such Person and such REMIC is at arm’s length, all
        within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
        any
        other Person (including the Servicer) if the Trustee has received an Opinion
        of
        Counsel to the effect that the taking of any action in respect of any REO
        Property by such Person, subject to any conditions therein specified, that
        is
        otherwise herein contemplated to be taken by an Independent Contractor will
        not
        cause such REO Property to cease to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code (determined without regard to the
        exception applicable for purposes of Section 860D(a) of the Code), or cause
        any
        income realized in respect of such REO Property to fail to qualify as Rents
        from
        Real Property.

       

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

       

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

       

      “Initial
        Certificate Principal Balance”: With respect to any Regular Certificate, the
        amount designated “Initial Certificate Principal Balance” on the face
        thereof.

       

      “Insurance
        Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
        covering a Mortgage Loan,
        to the
        extent such proceeds are received by the Servicer and are not to be applied
        to
        the restoration of the related Mortgaged Property or released to the Mortgagor
        in accordance with the procedures that the Servicer would follow in servicing
        mortgage loans held for its own account, subject to the terms and conditions
        of
        the related Mortgage Note and Mortgage.

       

      “Interest
        Determination Date”: With respect to the Class A Certificates and the Mezzanine
        Certificates and each related Accrual Period, the second LIBOR Business Day
        preceding the commencement of such Accrual Period.

       

      “Interest
        Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
        between the Supplemental Interest Trust Trustee and the Swap Provider, including
        any schedule, confirmations, credit support annex or other credit support
        document relating thereto, and attached hereto as Exhibit I.

       

      “Late
        Collections”: With respect to any Mortgage Loan, all amounts received subsequent
        to the Determination Date immediately following any related Due Period, whether
        as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
        Proceeds, Subsequent Recoveries or otherwise, which represent late payments
        or
        collections of principal and/or interest due (without regard to any acceleration
        of payments under the related Mortgage and Mortgage Note) but delinquent
        on a
        contractual basis for such Due Period and not previously recovered.

       

      “Latest
        Possible Maturity Date”: As to each Class of Certificates, the date set forth as
        such in the Preliminary Statement.

       

      “LIBOR”:
        With respect to each Accrual Period for the Class A Certificates and the
        Mezzanine Certificates, the rate determined by the Trustee on the related
        Interest Determination Date on the basis of the London interbank offered
        rate
        for one-month United States dollar deposits, as such rate appears on the
        Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
        Determination Date. If such rate does not appear on Telerate Page 3750, the
        rate
        for such Interest Determination Date will be determined on the basis of the
        offered rates of the Reference Banks for one-month United States dollar
        deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
        The Trustee will request the principal London office of each of the Reference
        Banks to provide a quotation of its rate. On such Interest Determination
        Date,
        LIBOR for the related Accrual Period for the Class A Certificates and the
        Mezzanine Certificates will be established by the Trustee as
        follows:

       

      (i) If
        on
        such Interest Determination Date two or more Reference Banks provide such
        offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
        mean of such offered quotations (rounded upwards if necessary to the nearest
        whole multiple of 1/16 of 1%); and

       

      (ii) If
        on
        such Interest Determination Date fewer than two Reference Banks provide such
        offered quotations, LIBOR for the related Accrual Period shall be the higher
        of
        (i) LIBOR as determined on the previous Interest Determination Date and (ii)
        the
        Reserve Interest Rate.

       

      Notwithstanding
        the foregoing, LIBOR for the Class A and Mezzanine Certificates for the first
        Accrual Period will be 5.32%.

       

      “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.

       

      “Liquidated
        Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
        which the Servicer has determined, in accordance with the servicing procedures
        specified herein, as of the end of the related Prepayment Period, that all
        Liquidation Proceeds which it expects to recover with respect to the liquidation
        of the 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
        by Section 2.03 or Section 10.01. 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 3.23 or Section
        10.01.

       

      “Liquidation
        Proceeds”: The amount (other than amounts received in respect of the rental of
        any REO Property prior to REO Disposition) received by the Servicer in
        connection with (i) the taking of all or a part of a Mortgaged Property by
        exercise of the power of eminent domain or condemnation, (ii) the liquidation
        of
        a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
        otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
        or an
        REO Property pursuant to or as contemplated by Section 2.03, Section 3.23
        or
        Section 10.01.

       

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

       

      “Loan
        Group”: Either Loan Group I or Loan Group II, as the context
        requires.

       

      “Loan
        Group I”: The group of Mortgage Loans with principal balances that conform to
        Fannie Mae and Freddie Mac guidelines identified in the Mortgage Loan Schedule
        as having been assigned to Loan Group I.

       

      “Loan
        Group II”: The group of Mortgage Loans with principal balances that may or may
        not conform to Fannie Mae and Freddie Mac guidelines identified in the Mortgage
        Loan Schedule as having been assigned to Loan Group II.

       

      “Loss
        Mitigation Procedures”: The policies and procedures set forth in Exhibit G
        hereto relating to the realization on delinquent Mortgage Loans.

       

      “Losses”:
        As defined in Section 9.03.

       

      “Lost
        Note Affidavit”: With respect to any Mortgage Loan as to which the original
        Mortgage Note has been permanently lost, misplaced or destroyed and has not
        been
        replaced, an affidavit from the Originator 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 against any loss, cost or liability
        resulting from the failure to deliver the original Mortgage Note in the form
        of
        Exhibit H hereto.

       

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

       

      “Marker
        Rate”: With respect to the Class C Interest and any Distribution Date, a per
        annum rate equal to two (2) times the weighted average of the Uncertificated
        REMIC 2 Pass-Through Rates for REMIC
        2
        Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9, and REMIC 2 Regular Interest LTZZ,
        with
        the rates on such REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
        LTZZ) subject to a cap equal to lesser of (i) LIBOR plus the related Certificate
        Margin and (ii) the Net WAC Rate for the purpose of this calculation; and
        with
        the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
        purpose of this calculation; provided, however, that for this purpose,
        calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
        caps with respect to each such REMIC 2 Regular Interest shall be multiplied
        by a
        fraction, the numerator of which is the actual number of days in the Accrual
        Period and the denominator of which is 30.

       

      “Maximum
        Cap Rate”: With
        respect to any Class of Class A Certificates and Mezzanine Certificates and
        any
        Distribution Date, a per annum rate equal to the product of (1) the sum of
        (a)
        the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
        Loans for such Distribution Date (weighted based on the Stated Principal
        Balances of the Mortgage Loans as of the first day of the related Due Period,
        adjusted to reflect unscheduled principal payments made thereafter during
        the
        Prepayment Period that includes such first day) minus the Swap Expense Rate
        and
        (b) a per annum rate equal to an amount, expressed as a percentage, equal
        to a
        fraction, the numerator of which is the Net Swap Payment made by the Swap
        Provider and the denominator of which is the aggregate Stated Principal Balance
        of the Mortgage Loans as of the first day of the related Due Period (adjusted
        to
        reflect unscheduled principal payments made thereafter during the Prepayment
        Period that includes such first day), multiplied by 12, and (2) a fraction,
        the
        numerator of which is 30 and the denominator of which is the actual number
        of
        days elapsed in the related Accrual Period.

       

      “Maximum
        LTZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any
        Distribution Date, the excess of (i) accrued interest at the Uncertificated
        REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for
        such
        Distribution Date on a balance equal to the Uncertificated Principal Balance
        of
        REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
        in
        each case for such Distribution Date, over (ii) Uncertificated Interest on
        REMIC
        2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9 for such Distribution Date, with the rate on each such REMIC
        2
        Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the
        related Certificate Margin and (ii) the related Net WAC Rate provided, however,
        that solely for this purpose, calculations of the Uncertificated REMIC 2
        Pass-Through Rate and the related caps with respect to each such REMIC 2
        Regular
        Interest shall be multiplied by a fraction, the numerator of which is the
        actual
        number of days in the Accrual Period and the denominator of which is
        30.

       

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

       

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

       

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

       

      “Monthly
        Interest Distributable Amount”: With respect to the Class A Certificates, the
        Mezzanine Certificates, the Class C Certificates and any Distribution Date
        the
        amount of interest accrued during the related Accrual Period at the related
        Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
        in
        the case of the Class C Certificates) of such Class immediately prior to
        such
        Distribution Date, reduced by any Net Prepayment Interest Shortfalls and
        Relief
        Act Interest Shortfalls as allocated to such Certificate as provided in Section
        1.03 and based on its respective entitlements to interest irrespective of
        any
        Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for
        such
        Distribution Date).

       

      “Monthly
        Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
        principal and interest on such Mortgage Loan which is payable by the related
        Mortgagor from time to time under the related Mortgage Note, determined:
        (a)
        after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
        with respect to such Mortgage Loan and (ii) any reduction in the amount of
        interest collectible from the related Mortgagor pursuant to the Relief Act;
        (b)
        without giving effect to any extension granted or agreed to by the Servicer
        pursuant to Section 3.01; and (c) on the assumption that all other amounts,
        if
        any, due under such Mortgage Loan are paid when due.

       

      “Monthly
        Statement”: As defined in Section 4.03(a) hereof.

       

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

       

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

       

      “Mortgage
        File”: The mortgage documents listed in Section 2.01 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 transferred and assigned to the Trustee pursuant to
        Section 2.01, Section 2.03(d) or Section 2.08 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 agreement among the Originator, the Sellers and
        the Depositor, regarding the transfer of the Mortgage Loans by the Sellers
        to or
        at the direction of the Depositor, substantially in the form attached hereto
        as
        Exhibit C.

       

      “Mortgage
        Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
        on such date, separately identifying the Group I Mortgage Loans and the Group
        II
        Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule
        shall
        be prepared by the Originator and shall set forth the following information
        with
        respect to each Mortgage Loan, as applicable:

       

      (1)         the
        Mortgage Loan identifying number;

       

      (2)         [reserved];

       

      (3)         the
        state
        and zip code of the Mortgaged Property;

       

      
        
          (4)        
            a
            code
            indicating whether the Mortgaged Property was represented by the borrower,
            at
            the time of origination, as being owner-occupied;

        

      

       

      (5)         the
        type
        of Residential Dwelling constituting the Mortgaged Property;

       

      (6)         the
        original months to maturity;

       

      
        	 	
                (7)

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

              


      

       

      (8)       
         the
        Loan-to-Value Ratio at origination;

       

      
        	 	
                (9)

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

              


      

       

      
        	 	
                (10)

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

              


      

       

      (11)       the
        stated maturity date;

       

      (12)       the
        amount of the Monthly Payment at origination;

       

      
        	 	
                (13)

              	
                the
                  amount of the Monthly Payment due on the first Due Date after the
                  Cut-off
                  Date;

              


      

       

      
        	 	
                (14)

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

              


      

       

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

       

      
        	 	
                (16)

              	
                the
                  Stated Principal Balance of the Mortgage Loan as of the Close of
                  Business
                  on the Cut-off Date;

              


      

       

      
        	 	
                (17)

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

              


      

       

      (18)       the
        Mortgage Rate at origination;

       

      
        	 	
                (19)

              	
                a
                  code indicating the documentation program (i.e.,
                  full documentation, limited documentation, stated income
                  documentation);

              


      

       

      (20)       the
        risk
        grade;

       

      (21)       the
        Value
        of the Mortgaged Property;

       

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

       

      
        	 	
                (23)

              	
                the
                  actual unpaid principal balance of the Mortgage Loan as of the
                  Cut-off
                  Date;

              


      

       

      (24)       the
        type
        and term of the related Prepayment Charge;

       

      (25)       the
        rounding code;

       

      (26)       the
        program code;

       

      (27)     
         a
        code
        indicating the lien priority for Mortgage Loans;

       

      
        	 	
                (28)

              	
                the
                  Minimum Mortgage Rate;

              


      

       

      
        	 	
                (29)

              	
                the
                  Maximum Mortgage Rate;

              


      

       

      (30)     
         the
        Gross
        Margin;

       

      
        	 	
                (31)

              	
                the
                  next Adjustment Date;

              


      

       

      
        	 	
                (32)

              	
                the
                  Periodic Rate Cap;

              


      

       

      (33)     
         the
        credit score (“FICO”) of such Mortgage Loan; and

       

      
        	 	
                (34)

              	
                the
                  total amount of points and fees charged such Mortgage
                  Loan.

              


      

       

      The
        Mortgage Loan Schedule shall set forth the following information, with respect
        to the Mortgage Loans in the aggregate and for each Loan Group as of the
        Cut-off
        Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
        Balance
        of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage
        Loans and (4) the weighted average maturity of the Mortgage Loans. The Mortgage
        Loan Schedule shall be amended from time to time by the Originator in accordance
        with the provisions of this Agreement. With respect to any Qualified Substitute
        Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for
        such
        Mortgage Loan, determined in accordance with the definition of Cut-off Date
        herein.

       

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

       

      “Mortgage
        Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
        and any REO Properties acquired in respect thereof.

       

      “Mortgage
        Rate”: With respect to each Mortgage Loan, the annual rate at which interest
        accrues on such Mortgage Loan from time to time in accordance with the
        provisions of the related Mortgage Note, which rate (A) as of any date of
        determination until the first Adjustment Date following the Cut-off Date
        shall
        be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate
        in
        effect immediately following the Cut-off Date and (B) as of any date of
        determination thereafter shall be the rate as adjusted on the most recent
        Adjustment Date, to equal the sum, rounded to the next highest or nearest
        0.125%
        (as provided in the Mortgage Note), of the Index, determined as set forth
        in the
        related Mortgage Note, plus the related Gross Margin subject to the limitations
        set forth in the related Mortgage Note. With respect to each Mortgage Loan
        that
        becomes an REO Property, as of any date of determination, the annual rate
        determined in accordance with the immediately preceding sentence as of the
        date
        such Mortgage Loan became an REO Property.

       

      “Mortgaged
        Property”: The underlying property securing a Mortgage Loan, including any REO
        Property, consisting of an Estate in Real Property improved by a Residential
        Dwelling.

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

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

       

      “Net
        Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
        any Overcollateralization Release Amount for such Distribution Date and (b)
        the
        excess of (x) Available Funds for such Distribution Date over (y) the sum
        for
        such Distribution Date of (A) the Monthly Interest Distributable Amounts
        for the
        Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest
        Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
        Amount. 

       

      “Net
        Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
        as of any date of determination, a per annum rate of interest equal to the
        then
        applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
        Rate.

       

      “Net
        Swap
        Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
        the Fixed Swap Payment over (y) the Floating Swap Payment, and in the case
        of
        payments made by the Swap Provider, the excess, if any, of (x) the Floating
        Swap
        Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
        shall not be less than zero.

       

      “Net
        Prepayment Interest Shortfall”: With respect to any Distribution Date, the
        excess, if any, of any Prepayment Interest Shortfalls for such date over
        the
        related Compensating Interest.

       

      “Net
        WAC
        Rate”: With respect to any Class of Class A Certificates and Mezzanine
        Certificates and any Distribution Date, the per annum rate equal to the
        product of (i) the weighted average of the Adjusted Net Mortgage Rates of
        the
        Mortgage Loans for such Distribution Date (weighted based on the Stated
        Principal Balances of the Mortgage Loans as of the first
        day
        of the related Due Period or, in the case of the first Distribution Date,
        the
        Cut-off Date, adjusted, except in the case of the first Distribution Date,
        to
        reflect unscheduled principal payments made thereafter during
        the Prepayment Period that includes such first day of the related Due Period)
        minus the Swap Expense Rate and (ii) a fraction, the numerator of which is
        30
        and the denominator of which is the actual number of days elapsed in the
        related
        Accrual Period. For federal income tax purposes, such rate shall be expressed
        as
        the product of (x) the weighted average of the Uncertificated REMIC 2
        Pass-Through Rates on the REMIC 2 Regular Interests (other than REMIC 2 Regular
        Interest LTIO) 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.

       

      “Net
        WAC
        Rate Carryover Amount”: With respect to any Class of Class A Certificates and
        Mezzanine Certificates and any Distribution Date, the sum of (A) the positive
        excess of (i) the amount of interest accrued on such Class of Certificates
        for
        such Distribution Date calculated at the related Formula Rate over (ii) the
        amount of interest accrued on such Class of Certificates at the related Net
        WAC
        Rate for such Distribution Date and (B) the related Net WAC Rate Carryover
        Amount for the previous Distribution Date not previously paid, together with
        interest thereon at a rate equal to the related Formula Rate, in each case
        for
        such Distribution Date and for such related Accrual Period.

       

      “Net
        WAC
        Rate Carryover Reserve Account”: The reserve account established and maintained
        pursuant to Section 4.05.

       

      “New
        Lease”: Any lease of REO Property entered into on behalf of the Trust, including
        any lease renewed or extended on behalf of the Trust if the Trust has the
        right
        to renegotiate the terms of such lease.

       

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

       

      “Nonrecoverable
        Advance”: Any Advance or Servicing Advance previously made or proposed to be
        made in respect of a Mortgage Loan or REO Property that, in the good faith
        business judgment of the Servicer, will not be ultimately recoverable from
        Late
        Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
        on such Mortgage Loan or REO Property as provided herein.

       

      “Notional
        Amount”: Immediately prior to any Distribution Date, with respect to the Class C
        Interest, the aggregate of the Uncertificated Principal Balances of the REMIC
        2
        Regular Interests (other than REMIC 2 Regular Interest LTIO and REMIC 2 Regular
        Interest LTP).

       

      “Offered
        Certificates”: The Class A Certificates, the Class M-1 Certificates, the Class
        M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
        the
        Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
        the Class M-8 Certificates, and the Class M-9 Certificates offered to the
        public
        pursuant to the Prospectus Supplement.

       

      “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),
        and by the Treasurer, the Secretary, or one of the assistant treasurers or
        assistant secretaries or Servicing Officers of the Servicer, the Originator
        or
        the Depositor, as applicable.

       

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

       

      “Optional
        Termination Date”: The first Distribution Date on which the Servicer or the NIMS
        Insurer may opt to terminate the Trust Fund pursuant to Section
        10.01.

       

      “Original
        Class Certificate Principal Balance”: With respect to the Class A Certificates,
        the Mezzanine Certificates, the Class C Interest, the Class C Certificates,
        the
        Class P Interest and the Class P Certificates, the corresponding amounts
        set
        forth opposite such Class above in the Preliminary Statement.

       

      “Original
        Notional Amount”: With respect to the Class C Interest,
        $799,999,991.53.

       

      “Originator”:
        Option One Mortgage Corporation, a California corporation, or its successor
        in
        interest, in its capacity as originator under the Mortgage Loan Purchase
        Agreement.

       

      “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 (after giving effect to distributions in
        respect of the Group I Basic Principal Distribution Amount and the Group
        II
        Basic Principal Distribution Amount on such Distribution Date).

       

      “Overcollateralization
        Floor”: With respect to the Mezzanine Certificates, $3,999,999.96.

       

      “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
        Overcollateralized Amount.

       

      “Overcollateralization
        Target Amount”: With respect to any Distribution Date, (a) prior to the Stepdown
        Date, 5.40%
        of the
        aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date
        and (b)
        on or after the Stepdown Date, the lesser of the amount set forth in clause
        (a)
        and 10.80% of the aggregate Stated Principal Balance of the Mortgage Loans
        for
        the related Distribution Date, subject to a floor equal to the
        Overcollateralization Floor; provided, however, if a Trigger Event is in
        effect
        on the related Distribution Date, the Overcollateralization Target Amount
        will
        be equal to the Overcollateralization Target Amount for the previous
        Distribution Date. Notwithstanding the foregoing, on and after any Distribution
        Date following the reduction of the aggregate Certificate Principal Balance
        of
        the Class A Certificates and the Mezzanine Certificates to zero, the
        Overcollateralization Target Amount shall be zero.

       

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

       

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

       

      “Pass-Through
        Rate”: With respect to any Class of Class A and Mezzanine Certificates and any
        Distribution Date, the lesser of (x) the related Formula Rate for such
        Distribution Date and (y) the Net WAC Rate for such Distribution Date.


       

      With
        respect to the Class C Interest and any Distribution Date, a per annum rate
        equal to the percentage equivalent of a fraction, the numerator of which
        is (x)
        the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
        interest on the Uncertificated Principal Balance of each REMIC 2 Regular
        Interest listed in clause (y) at a rate equal to the related Uncertificated
        REMIC 2 Pass-Through Rate minus the Marker Rate and the denominator of which
        is
        (y) the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests
        LTAA, LTIA1, LTIIA1, LTIIA2, LTIIA3, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6,
        LTM7,
        LTM8, LTM9 and LTZZ.

       

      With
        respect to the Class C Certificates, 100% of the interest distributable to
        the
        Class C Interest, expressed as a per annum rate on its Notional
        Amount.

       

      With
        respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not
        have
        a Pass-Through Rate, but interest for such Regular Interest and each
        Distribution Date shall be an amount equal to 100% of the amounts distributable
        to REMIC 2 Regular Interest LTIO for such Distribution Date. 

       

      REMIC
        6
        Regular Interest SWAP-IO shall not have a Pass-Through Rate, but interest
        for
        such Regular Interest and each Distribution Date shall be an amount equal
        to
        100% of the amounts distributable to the Class SWAP-IO Interest for such
        Distribution Date.

       

      The
        Class
        P Certificates, Class R Certificates and Class R-X Certificates will not
        accrue
        interest and therefore will not have a Pass-Through Rate.

       

      “Paying
        Agent”: Any paying agent appointed pursuant to Section 5.05.

       

      “Percentage
        Interest”: With respect to any Certificate (other than a Residual Certificate),
        a fraction, expressed as a percentage, the numerator of which is the Initial
        Certificate Principal Balance or Notional Amount represented by such Certificate
        and the denominator of which is the Original Class Certificate Principal
        Balance
        or initial Notional Amount of the related Class. With respect to a Residual
        Certificate, the portion of the Class evidenced thereby, expressed as a
        percentage, as stated on the face of such Certificate; provided,
        however,
        that
        the sum of all such percentages for each such Class totals 100%.

       

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

       

      “Permitted
        Investments”: Any one or more of the following obligations or securities
        acquired at a purchase price of not greater than par, regardless of whether
        issued or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee
        or any of their respective Affiliates or for which an Affiliate of the NIMS
        Insurer or 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 or its agent acting in their respective commercial
        capacities) incorporated under the laws of the United States of America or
        any
        state thereof and subject to supervision and examination by federal and/or
        state
        authorities, so long as, at the time of such investment or contractual
        commitment providing for such investment, such depository institution or
        trust
        company (or, if the only Rating Agency is S&P, in the case of the principal
        depository institution in a depository institution holding company, debt
        obligations of the depository institution holding company) or its ultimate
        parent has a short-term uninsured debt rating in the highest available rating
        category of Moody’s and S&P and provided that each such investment has an
        original maturity of no more than 365 days; and provided further that, if
        the
        only Rating Agency is S&P and if the depository or trust company is a
        principal subsidiary of a bank holding company and the debt obligations of
        such
        subsidiary are not separately rated, the applicable rating shall be that
        of the
        bank holding company; and, provided further that, if the original maturity
        of
        such short-term obligations of a domestic branch of a foreign depository
        institution or trust company shall exceed 30 days, the short-term rating
        of such
        institution shall be A-1+ in the case of S&P if S&P is the Rating
        Agency; and (B) any other demand or time deposit or deposit which is fully
        insured by the FDIC;

       

      (iii)  repurchase
        obligations with a term not to exceed 30 days with respect to any security
        described in clause (i) above and entered into with a depository institution
        or
        trust company (acting as principal) rated A-1+ by S&P, A2 or higher by
        Moody’s, provided, however, that collateral transferred pursuant to such
        repurchase obligation must be of the type described in clause (i) above and
        must
        (A) be valued daily at current market prices plus accrued interest, (B) pursuant
        to such valuation, be equal, at all times, to 105% of the cash transferred
        by
        the Trustee in exchange for such collateral and (C) be delivered to the Trustee
        or, if the Trustee is supplying the collateral, an agent for the Trustee,
        in
        such a manner as to accomplish perfection of a security interest in the
        collateral by possession of certificated securities;

       

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

       

      (v)  commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than 30 days after the date of acquisition thereof) that is rated by a Rating
        Agency in its highest short-term unsecured debt rating available at the time
        of
        such investment;

       

      (vi)  units
        of
        money market funds, including those managed or advised by the Trustee or
        its
        Affiliates, that have been rated “AAA” by S&P and “Aaa” by Moody’s;
        and

       

      (vii)  if
        previously confirmed in writing to the Trustee, any other demand, money market
        or time deposit, or any other obligation, security or investment, as may
        be
        acceptable to the Rating Agencies in writing as a permitted investment of
        funds
        backing securities having ratings equivalent to its highest initial rating
        of
        the Class A Certificates;

       

      provided,
        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, limited liability company, partnership, joint
        venture, association, joint stock company, trust, unincorporated organization
        or
        government or any agency or political subdivision thereof.

       

      “Plan”:
        Any employee benefit plan or certain other retirement plans and arrangements,
        including individual retirement accounts and annuities, Keogh plans and bank
        collective investment funds and insurance company general or separate accounts
        in which such plans, accounts or arrangements are invested, that are subject
        to
        ERISA or Section 4975 of the Code.

       

      “Pool
        Balance”: As of any date of determination, the aggregate Stated Principal
        Balance of the Mortgage Loans in both Loan Groups as of such date.

       

      “Prepayment
        Assumption”: As defined in the Prospectus Supplement.

       

      “Prepayment
        Charge”: With respect to any Mortgage Loan, the charges, fees, penalties or
        premiums, if any, due in connection with a full or partial prepayment of
        such
        Mortgage Loan in accordance with the terms thereof (other than any Servicer
        Prepayment Charge Payment Amount).

       

      “Prepayment
        Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
        Loans included in the Trust Fund on such date, attached hereto as Schedule
        I
        (including the prepayment charge summary attached thereto). The Prepayment
        Charge Schedule shall be prepared by the Servicer (in its capacity as
        Originator) and set forth the following information with respect to each
        Prepayment Charge:

       

      (viii)  the
        Mortgage Loan identifying number;

       

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

       

      (x)  the
        state
        of origination of the related Mortgage Loan;

       

      (xi)  the
        date
        on which the first monthly payment was due on the related Mortgage
        Loan;

       

      (xii)  the
        term
        of the related Prepayment Charge; and

       

      (xiii)  the
        principal balance of the related Mortgage Loan as of the Cut-off
        Date.

       

      The
        Prepayment Charge Schedule shall be amended from time to time by the Servicer
        in
        accordance with the provisions of this Agreement and a copy of such amended
        Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
        Insurer.

       

      “Prepayment
        Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
        that was the subject of a Principal Prepayment in full during the portion
        of the
        related Prepayment Period occurring between the first day and the Determination
        Date of the calendar month in which such Distribution Date occurs, an amount
        equal to interest (to the extent received) at the applicable Net Mortgage
        Rate
        on the amount of such Principal Prepayment for the number of days commencing
        on
        the first day of the calendar month in which such Distribution Date occurs
        and
        ending on the date on which such prepayment is so applied.

       

      “Prepayment
        Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
        Loan that was the subject of a Principal Prepayment in full during the portion
        of the related Prepayment Period occurring between the first day of the related
        Prepayment Period and the last day of the calendar month preceding the month
        in
        which such Distribution Date occurs, an amount equal to one month’s interest on
        the Mortgage Loan less any payments made by the Mortgagor. The obligations
        of
        the Servicer in respect of any Prepayment Interest Shortfall are set forth
        in
        Section 3.24.

       

      “Prepayment
        Period”: With respect to any Distribution Date, the period commencing on the day
        after the Determination Date in the calendar month preceding the calendar
        month
        in which such Distribution Date occurs (or, in the case of the first
        Distribution Date, commencing on February 1, 2007) and ending on the
        Determination Date of the calendar month in which such Distribution Date
        occurs.

       

      “Principal
        Balance”: As 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 any such Mortgage Loan.
        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. As to any REO Property and any day, the Principal
        Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
        becoming REO Property minus any REO Principal Amortization received with
        respect
        thereto on or prior to such day.

       

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

       

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

       

      “Prospectus
        Supplement”: That certain Prospectus Supplement dated February 15, 2007 relating
        to the public offering of the Offered Certificates.

       

      “Purchase
        Price”: With respect to any Mortgage Loan or REO Property to be purchased
        pursuant to or as contemplated by Section 2.03, and as confirmed by an Officers’
Certificate from the Servicer to the Trustee, an amount equal to the sum
        of (i)
        100% of the Stated Principal Balance thereof as of the date of purchase,
        (ii) in
        the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
        Balance at the applicable Mortgage Rate in effect from time to time from
        the Due
        Date as to which interest was last covered by a payment by the Mortgagor
        or an
        advance by the Servicer, which payment or advance had as of the date of purchase
        been distributed pursuant to Section 4.01, through the end of the calendar
        month
        in which the purchase is to be effected, and (y) an REO Property, the sum
        of (1)
        accrued interest on such Stated Principal Balance at the applicable Mortgage
        Rate in effect from time to time from the Due Date as to which interest was
        last
        covered by a payment by the Mortgagor or an advance by the Servicer through
        the
        end of the calendar month immediately preceding the calendar month in which
        such
        REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
        for each calendar month commencing with the calendar month in which such
        REO
        Property was acquired and ending with the calendar month in which such purchase
        is to be effected, net of the total of all net rental income, Insurance
        Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
        had
        been distributed as or to cover REO Imputed Interest pursuant to Section
        4.04,
        (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
        Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
        previously withdrawn from the Collection Account in respect of such Mortgage
        Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
        Loan required to be purchased pursuant to Section 2.03, expenses reasonably
        incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee
        in
        respect of the breach or defect giving rise to the purchase obligation including
        any costs and damages incurred by the Trust in connection with any violation
        by
        such loan of any predatory or abusive lending law.

       

      “Qualified
        Insurer”: Any insurance company acceptable to Fannie Mae.

       

      “Qualified
        Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
        Loan pursuant to the terms of this Agreement or the Mortgage Loan Purchase
        Agreement which must, on the date of such substitution, (i) have an outstanding
        principal balance (or in the case of a substitution of more than one mortgage
        loan for a Deleted Mortgage Loan, an aggregate 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 outstanding principal balance of the Deleted Mortgage Loan as of
        the
        Due Date in the calendar month during which the substitution occurs, (ii)
        have a
        Mortgage Rate not less than (and not more than one percentage point in excess
        of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a Maximum
        Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
        Loan, (iv) have a Minimum Mortgage Rate not less than the Minimum Mortgage
        Rate
        of the Deleted Mortgage Loan, (v) have a Gross Margin equal to or greater
        than
        the Gross Margin of the Deleted Mortgage Loan, (vi) have a next Adjustment
        Date
        not more than two months later than the next Adjustment Date on the Deleted
        Mortgage Loan, (vii) have a remaining term to maturity not greater than (and
        not
        more than one year less than) that of the Deleted Mortgage Loan, (viii) be
        current as of the date of substitution, (ix) have a Loan-to-Value Ratio as
        of
        the date of substitution equal to or lower than the Loan-to-Value Ratio of
        the
        Deleted Mortgage Loan as of such date, (x) have a risk grading determined
        by the
        Originator at least equal to the risk grading assigned on the Deleted Mortgage
        Loan, (xi) have been underwritten or reunderwritten by the Originator in
        accordance with the same underwriting criteria and guidelines as the Deleted
        Mortgage Loan, (xii) have a Prepayment Charge provision at least equal to
        the
        Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) conform
        to each
        representation and warranty set forth in Section 3.01 of the Mortgage Loan
        Purchase Agreement applicable to the Deleted Mortgage Loan, (xiv) have the
        same
        Due Date as the Deleted Mortgage Loan, (xv) [reserved]
        and
        (xvi) not be a Convertible Mortgage Loan unless that Deleted Mortgage Loan
        was a
        Convertible Mortgage Loan. In the event that one or more mortgage loans are
        substituted for one or more Deleted Mortgage Loans, the amounts described
        in
        clause (i) hereof shall be determined on the basis of aggregate Principal
        Balances, the Mortgage Rates described in clauses (ii) through (vi) hereof
        shall
        be satisfied for each such mortgage loan, the risk gradings described in
        clause
        (x) hereof shall be satisfied as to each such mortgage loan, the terms described
        in clause (vii) hereof shall be determined on the basis of weighted average
        remaining term to maturity (provided that no such mortgage loan may have
        a
        remaining term to maturity longer than the Deleted Mortgage Loan), the
        Loan-to-Value Ratios described in clause (ix) 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 (xii) hereof
        must be satisfied as to each Qualified Substitute Mortgage Loan or in the
        aggregate, as the case may be.

       

      “Rating
        Agency or Rating Agencies”: Moody’s and S&P or their successors. If such
        agencies or their successors are no longer in existence, “Rating Agencies” shall
        be such nationally recognized statistical rating agencies, or other comparable
        Persons, designated by the Depositor, notice of which designation shall be
        given
        to the Trustee and Servicer.

       

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

       

      “Record
        Date”: With respect to (i) the Class P Certificates, the Class C Certificates
        and the Residual Certificates, the Close of Business on the last Business
        Day of
        the calendar month preceding the month in which the related Distribution
        Date
        occurs and (ii) with respect to the Class A Certificates and the Mezzanine
        Certificates, the Close of Business on the Business Day immediately preceding
        the related Distribution Date; provided,
        however,
        that
        following the date on which Definitive Certificates for a Class A Certificate
        or
        a Mezzanine Certificate are available pursuant to Section 5.02, the Record
        Date
        for such Certificates shall be the last Business Day of the calendar month
        preceding the month in which the related Distribution Date occurs.

       

      “Relevant
        Servicing Criteria”: The
        Servicing Criteria applicable to the various parties, as set forth on Exhibit
        S
        attached hereto. For clarification purposes, multiple parties can have
        responsibility for the same Relevant Servicing Criteria.

       

      “Reference
        Banks”: Those banks (i) with an established place of business in London,
        England, (ii) not controlling, under the control of or under common control
        with
        the Depositor, the Originator or the Servicer or any affiliate thereof and
        (iii)
        which have been designated as such by the Depositor; provided,
        however,
        that if
        fewer than two of such banks provide a LIBOR rate, then any leading banks
        selected by the Depositor which are engaged in transactions in United States
        dollar deposits in the international Eurocurrency market.

       

      “Regular
        Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
        Certificates or Class P Certificates.

       

      “Regulation
        AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time. 

       

      “Relief
        Act”: The Servicemembers Civil Relief Act.

       

      “Relief
        Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
        Loan with respect 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 or any similar state law, the amount by which
        (i)
        interest collectible on such 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 Mortgage Rate for such Mortgage Loan before giving effect to the
        application of the Relief Act.

       

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

       

      “REMIC
        1”: The segregated pool of assets subject hereto, constituting the primary
        trust
        created hereby and to be administered hereunder, with respect to which a
        REMIC
        election is to be made consisting of: (i) such Mortgage Loans 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) and (v) the
        Collection Account, the Distribution Account (subject to the last sentence
        of
        this definition) and any REO Account and such assets that are deposited therein
        from time to time and any investments thereof, together with any and all
        income,
        proceeds and payments with respect thereto. Notwithstanding the foregoing,
        however, a REMIC election will not be made with respect to the Net WAC Rate
        Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts,
        the
        Swap Account, the Supplemental Interest Trust and the Interest Rate Swap
        Agreement.

       

      “REMIC
        1
        Regular Interests”: One of the separate non-certificated beneficial ownership
        interests in REMIC 1 issued hereunder and designated as a Regular Interest
        in
        REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
        Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
        shall
        be entitled to distributions of principal, subject to the terms and conditions
        hereof, in an aggregate amount equal to its initial Uncertificated Principal
        Balance as set forth in the Preliminary Statement hereto. 

       

      “REMIC
        2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
        Interests and conveyed in trust to the Trustee, for the benefit of REMIC
        3, as
        holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
        as
        Holders of the Class R-2 Interest, pursuant to Article II hereunder, and
        all
        amounts deposited therein, with respect to which a separate REMIC election
        is to
        be made.

       

      “REMIC
        2
        Interest Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to (a) the product of (i) the sum of the aggregate Stated Principal
        Balance of the Mortgage Loans and (ii) the Uncertificated REMIC 2 Pass-Through
        Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate, divided by
        (b)
        12.

       

      “REMIC
        2
        Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
        Amount.

       

      “REMIC
        2
        Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
        of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
        Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
        of
        the Uncertificated Principal Balances of REMIC 2 Regular Interest LTIA1,
        REMIC 2
        Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
        LTM2,
        REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
        Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
        REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9, in each
        case as
        of such date of determination.

       

      “REMIC
        2
        Principal Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to (a) the product of (i) the sum of the aggregate Stated Principal
        Balance of the Mortgage Loans and related REO Properties then outstanding
        and
        (ii) 1 minus a fraction, the numerator of which is two times the aggregate
        of
        the Uncertificated Principal Balances of REMIC 2 Regular Interest LTIA1,
        REMIC 2
        Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
        LTM2,
        REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
        Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
        REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and the denominator
        of which is the aggregate of the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9 and REMIC 2 Regular Interest LTZZ.

       

      “REMIC
        2
        Regular Interests”: One of the separate non-certificated beneficial ownership
        interests in REMIC 2 issued hereunder and designated as a Regular Interest
        in
        REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
        Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
        shall
        be entitled to distributions of principal (other than REMIC 2 Regular Interest
        LTIO), subject to the terms and conditions hereof, in an aggregate amount
        equal
        to its initial Uncertificated Principal Balance as set forth in the Preliminary
        Statement hereto. The following is a list of each of the REMIC 2 Regular
        Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
        REMIC
        2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
        LTM2,
        REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
        Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
        REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
        Interest LTZZ, REMIC 2 Regular Interest LTP and REMIC 2 Regular Interest
        LTIO,
        each of which is a separate non-certificated beneficial ownership interests
        in
        REMIC 2.

       

      “REMIC
        3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
        Interests conveyed in trust to the Trustee, for the benefit of the Holders
        of
        the Regular Certificates and the Class R Certificate (in respect of the Class
        R-3 Interest), pursuant to Article II hereunder, and all amounts deposited
        therein, with respect to which a separate REMIC election is to be
        made.

       

      “REMIC
        3
        Regular Interests”: Any Class A Certificate, Mezzanine Certificate, Class C
        Interest, Class P Interest or Class SWAP-IO Interest.

       

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

       

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

       

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

       

      “REMIC
        6
        Regular Interest”: REMIC 6 Regular Interest SWAP-IO. 

       

      “REMIC
        6
        Regular Interest SWAP-IO”: The non-certificated beneficial ownership interest in
        REMIC 6 issued hereunder and designated as a Regular Interest in REMIC 6.
        REMIC
        6 Regular Interest SWAP-IO shall be entitled to 100% of amounts distributed
        in
        respect of the Class SWAP-IO Interest.

       

      “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.

       

      “REMIC
        Regular Interests”: The REMIC 1 Regular Interests, REMIC 2 Regular Interests,
        the Class C Interest, Class P Interest or Class SWAP-IO Interest.

       

      “Remittance
        Report”: A report prepared by the Servicer and delivered to the Trustee and the
        NIMS Insurer pursuant to Section 4.04.

       

      “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 Section 3.23.

       

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

       

      “REO
        Imputed Interest”: As 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 Mortgage Rate on the Stated Principal Balance of such
        REO
        Property (or, in the case of the first such calendar month, of the related
        Mortgage Loan if appropriate) as of the Close of Business on the Distribution
        Date in such calendar month.

       

      “REO
        Principal Amortization”: With respect to any REO Property, for any calendar
        month, the excess, if any, of (a) the aggregate of all amounts received in
        respect of such REO Property during such calendar month, whether in the form
        of
        rental income, sale proceeds (including, without limitation, that portion
        of the
        Termination Price paid in connection with a purchase of all of the Mortgage
        Loans and REO Properties pursuant to Section 10.01 that is allocable to such
        REO
        Property) or otherwise, net of any portion of such amounts (i) payable pursuant
        to Section 3.23 in respect of the proper operation, management and maintenance
        of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
        to
        Section 3.23 for unpaid 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.

       

      “REO
        Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
        Fund through foreclosure or deed-in-lieu of foreclosure, as described in
        Section
        3.23.

       

      “Reportable
        Event”: As defined in Section 3.25(a)(ii). 

       

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

       

      “Reserve
        Interest Rate”: With respect to any Interest Determination Date, the rate per
        annum that the Trustee determines to be either (i) the arithmetic mean (rounded
        upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
        one-month United States dollar lending rates which banks in The City of New
        York
        selected by the Depositor are quoting on the relevant Interest Determination
        Date to the principal London offices of leading banks in the London interbank
        market or (ii) in the event that the Trustee can determine no such arithmetic
        mean, in the case of any Interest Determination Date after the initial Interest
        Determination Date, the lowest one-month United States dollar lending rate
        which
        such New York banks selected by the Depositor are quoting on such Interest
        Determination Date to leading European banks.

       

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

       

      “Residual
        Certificate”: Any Class R Certificates or Class R-X Certificates.

       

      “Residual
        Interest”: The sole class of “residual interests” in a REMIC within the meaning
        of Section 860G(a)(2) of the Code.

       

      “Responsible
        Officer”: When used with respect to the Trustee, the Chairman or Vice Chairman
        of the Board of Directors or Trustees, the Chairman or Vice Chairman of the
        Executive or Standing Committee of the Board of Directors or Trustees, the
        President, any vice president, any assistant vice president, the Secretary,
        any
        assistant secretary, the Treasurer, any assistant treasurer, the Cashier,
        any
        assistant cashier, any trust officer or assistant trust officer, the Controller
        and any assistant controller 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.

       

      “Responsible
        Party”: Option One Mortgage Capital Corporation, a Delaware corporation, or its
        successor in interest.

       

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

       

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

       

      “Sarbanes-Oxley
        Certification”: As defined in Section 3.25(a)(iii). 

       

      “Seller”:
        Any one or all of: (i) Option One Mortgage Corporation, a California
        corporation, (ii) Option One Mortgage Capital Corporation, a Delaware
        corporation, or (iii) Option One Owner Trust 2001-1A, Option One Owner Trust
        2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option
        One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust
        2005-6, Option One Owner Trust 2005-7, Option One Owner Trust 2005-8, Option
        One
        Owner Trust 2005-9 and/or Option One Owner Trust 2007-5A, each a Delaware
        statutory trust.

       

      “Senior
        Credit Enhancement Percentage”: For any Distribution Date, the percentage
        equivalent of a fraction, the numerator of which is the aggregate Certificate
        Principal Balance of the Mezzanine Certificates and the Class C Certificates,
        and the denominator of which is the aggregate Stated Principal Balance of
        the
        Mortgage Loans, calculated prior to taking into account payments of principal
        on
        the Mortgage Loans and distribution of the Group I Principal Distribution
        Amount
        and the Group II Principal Distribution Amount to the Holders of the
        Certificates then entitled to distributions of principal on such Distribution
        Date.

       

      “Servicer”:
        Option One Mortgage Corporation, a California corporation, or any successor
        servicer appointed as herein provided, in its capacity as Servicer
        hereunder.

       

      “Servicer
        Affiliate”: A Person (i) controlling, controlled by or under common control with
        the Servicer or which is 50% or more owned by the Servicer and (ii) which
        is
        qualified to service residential mortgage loans.

       

      “Servicer
        Event of Termination”: One or more of the events described in Section
        7.01.

       

      “Servicer
        Optional Purchase Delinquency Trigger”: A Servicer Optional Purchase Delinquency
        Trigger has occurred with respect to a Distribution Date if the Delinquency
        Percentage exceeds 25.00% of the Senior Credit Enhancement
        Percentage.

       

      “Servicer
        Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
        respect of any Prepayment Charges pursuant to Section 2.05 or Section
        3.01.

       

      “Servicer
        Remittance Date”: With respect to any Distribution Date, the Business Day prior
        to such Distribution Date.

       

      “Servicing
        Account”: The account or accounts created and maintained pursuant to Section
        3.09.

       

      “Servicing
        Advances”: 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, 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) compliance with the obligations under Sections 3.01,
        3.09,
        3.16, and 3.23.

       

      “Servicing
        Criteria”: As set forth in Exhibit S hereto. 

       

      “Servicing
        Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
        equal to one month’s interest (or in the event of any payment of interest which
        accompanies a Principal Prepayment in full or in part made by the Mortgagor
        during such calendar month, interest for the number of days covered by such
        payment of interest) at the Servicing Fee Rate on the same principal amount
        on
        which interest on such Mortgage Loan accrues for such calendar month. A portion
        of such Servicing Fee may be retained by any Sub-Servicer as its servicing
        compensation.

       

      “Servicing
        Fee Rate”: 0.30% per annum for the first 10 Due Periods, 0.40% per annum for the
        11th
        through
        30th
        Due
        Periods and 0.65% per annum for all Due Periods thereafter.

       

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

       

      “Servicing
        Transfer Costs”: All reasonable costs and expenses incurred by the Trustee in
        connection with the transfer of servicing from a predecessor servicer,
        including, without limitation, any reasonable costs or expenses associated
        with
        the complete transfer of all servicing data and the completion, correction
        or
        manipulation of such servicing data as may be required by the Trustee to
        correct
        any errors or insufficiencies in the servicing data or otherwise to enable
        the
        Trustee to service the Mortgage Loans properly and effectively.

       

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

       

      “Special
        Servicer Trigger Event”: As defined in Section 3.13. 

       

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

       

      “Stated
        Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
        determination up to but not including the Distribution Date on which the
        proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
        would be distributed, the outstanding principal balance of such Mortgage
        Loan as
        of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
        of
        (i) the principal portion of each Monthly Payment due on a Due Date subsequent
        to the Cut-off Date, to the extent received from the Mortgagor or advanced
        by
        the Servicer and distributed pursuant to Section 4.01 on or before such date
        of
        determination, (ii) all Principal Prepayments received after the Cut-off
        Date,
        to the extent distributed pursuant to Section 4.01 on or before such date
        of
        determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
        extent distributed pursuant to Section 4.01 on or before such date of
        determination, and (iv) any Realized Loss incurred with respect thereto as
        a
        result of a Deficient Valuation made during or prior to the Due Period for
        the
        most recent Distribution Date coinciding with or preceding such date of
        determination; and (b) as of any date of determination coinciding with or
        subsequent to the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such Mortgage Loan would be distributed,
        zero.
        With respect to any REO Property: (a) as of any date of determination up
        to but
        not including the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such REO Property would be distributed,
        an
        amount (not less than zero) equal to the Stated Principal Balance of the
        related
        Mortgage Loan as of the date on which such REO Property was acquired on behalf
        of 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 4.01 on or before such date of
        determination; and (b) as of any date of determination coinciding with or
        subsequent to the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such REO Property would be distributed,
        zero.

       

      “Stepdown
        Date”: The earlier to occur of (a) the first Distribution Date after the
        Distribution Date on which the aggregate Certificate Principal Balance of
        the
        Class A Certificates has been reduced to zero and (b) the later to occur
        of (i)
        the Distribution Date occurring in March 2010 and
        (ii)
        the first Distribution Date on which the Senior Credit Enhancement Percentage
        (calculated for this purpose only after taking into account payments of
        principal on the Mortgage Loans and distribution of the Group I Principal
        Distribution Amount and the Group II Principal Distribution Amount to the
        Certificates then entitled to distributions of principal on such Distribution
        Date) is equal to or greater than 57.80%.

       

      “Subordinate
        Certificates”: The Mezzanine Certificates and the Class C
        Certificate.

       

      “Subsequent
        Recoveries”: As of any Distribution Date, unexpected amounts received by the
        Servicer (net of any related expenses permitted to be reimbursed pursuant
        to
        Section 3.10) specifically related to a Mortgage Loan that was the subject
        of a
        liquidation or an REO Disposition prior to the related Prepayment Period
        that
        resulted in a Realized Loss.

       

      “Sub-Servicer”:
        Any Person with which the Servicer has entered into a Sub-Servicing Agreement
        and which meets the qualifications of a Sub-Servicer pursuant to Section
        3.02.

       

      “Sub-Servicing
        Account”: An account established by a Sub-Servicer which meets the requirements
        set forth in Section 3.08 and is otherwise acceptable to the applicable
        Servicer.

       

      “Sub-Servicing
        Agreement”: The written contract between the Servicer and a Sub-Servicer
        relating to servicing and administration of certain Mortgage Loans as provided
        in Section 3.02.

       

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

       

      “Supplemental
        Interest Trust”: As defined in Section 4.08(a).

       

      “Swap
        Administration Agreement”: As defined in Section 4.08(b).

       

      “Swap
        Account”: The account or accounts created and maintained pursuant to Section
        4.08. The Swap Account must be an Eligible Account.

       

      “Swap
        Administrator”: Wells Fargo Bank, N.A., a national banking association, or its
        successor in interest, or any successor Swap Administrator appointed pursuant
        to
        the Swap Administration Agreement.

       

      “Swap
        Credit Support Annex”: The credit support annex, dated the Closing Date, between
        the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
        which is annexed to and forms part of the Interest Rate Swap
        Agreement.

       

      “Swap
        Custodian”: As defined in Section 4.11(b).

       

      “Swap
        Expense Rate”: For any Distribution Date and the Class A Certificates and the
        Mezzanine Certificates, a fraction, expressed as a percentage, (i) the numerator
        of which is the product of twelve multiplied by the amount of any Net Swap
        Payment and Swap Termination Payment (other than a Swap Termination Payment
        resulting from a Swap Provider Trigger Event) made to the Swap Provider,
        and
        (ii) the denominator of which is the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the first day of the related Due Period or, in the case
        of
        the first Distribution Date, the Cut-off Date (adjusted, except in the case
        of
        the first Distribution Date, to reflect unscheduled principal payments made
        thereafter during the Prepayment Period that includes such first day of the
        related Due Period).

       

      “Swap
        Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
        of Certificates resulting from the application of the Net WAC Rate due to
        a
        discrepancy between the Uncertificated Notional Amount of the Class Swap-IO
        Interest and the scheduled notional amount pursuant to the Interest Rate
        Swap
        Agreement.

       

      “Swap
        LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider
        under the Interest Rate Swap Agreement.

       

      “Swap
        Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
        the Swap Provider shall be Lehman
        Brothers Special Financing Inc.

       

      “Swap
        Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
        an Event of Default under the Interest Rate Swap Agreement with respect to
        which
        the Swap Provider is a Defaulting Party (as defined in the Interest Rate
        Swap
        Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
        with
        respect to which the Swap Provider is the sole Affected Party (as defined
        in the
        Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
        the
        Interest Rate Swap Agreement with respect to which the Swap Provider is the
        sole
        Affected Party.

       

      “Swap
        Termination Payment”: The payment due to either party under the Interest Rate
        Swap Agreement upon the early termination of the Interest Rate Swap
        Agreement.

       

      “Tax
        Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
        hereof.

       

      “Tax
        Prepayment Assumption”: The prepayment assumption provided by the Depositor and
        as disclosed in the Prospectus Supplement.

       

      “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
        by
        the Trustee on behalf of each REMIC, 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.

       

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

       

      “Terminator”:
        As defined in Section 10.01 hereof.

       

      “Three
        Month Rolling Delinquency Percentage”: With respect to the Mortgage Loans and
        any Distribution Date, the average for the three most recent calendar months
        of
        the fraction, expressed as a percentage, the numerator of which is (x) the
        sum
        (without duplication) of the aggregate of the Stated Principal Balances of
        all
        Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in bankruptcy
        and
        60 or more days Delinquent, (iii) in foreclosure and 60 or more days Delinquent
        or (iv) REO Properties, and the denominator of which is (y) the sum of the
        Stated Principal Balances of the Mortgage Loans, in the case of both (x)
        and
        (y), as of the Close of Business on the last Business Day of each of the
        three
        most recent calendar months.

       

      “Trigger
        Event”: A Trigger Event is in effect with respect to any Distribution Date on or
        after the Stepdown Date if:

       

      (a) the
        Delinquency Percentage exceeds 27.65%
        of the
        Senior Credit Enhancement Percentage or

       

      (b) the
        aggregate amount of Realized Losses incurred since the Cut-off Date through
        the
        last day of the related Due Period (after reduction for all Subsequent
        Recoveries received from the Cut-off Date through the Prepayment Period)
        divided
        by the aggregate Cut-off Date Principal Balance exceeds the applicable
        percentages set forth below with respect to such Distribution Date:

       

      
        	
                Distribution
                  Date Occurring In

              	
                Percentage

              
	
                March
                  2009 - February 2010

              	
                2.30%
                  for March
                  2009,
                  plus 1/12 of 2.80% for each month thereafter

              
	
                March
                  2010 - February 2011

              	
                5.10%
                  for March 2010, plus 1/12 of 2.85% for each month
                  thereafter

              
	
                March
                  2011 - February 2012

              	
                7.95%
                  for March 2011, plus 1/12 of 2.25% for each month
                  thereafter

              
	
                March
                  2012 - February 2013

              	
                10.20%
                  for March 2012, plus 1/12 of 1.10% for each month
                  thereafter

              
	
                March
                  2013 and thereafter

              	
                11.30%

              


      

      


      “Trust”:
        Option One Mortgage Loan Trust 2007-CP1, the trust created
        hereunder.

       

      “Trust
        Fund”: All of the assets of the Trust, which the trust created hereunder
        consisting of REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, the Net WAC Rate
        Carryover Reserve Account, the Servicer Prepayment Charge Payment Amounts,
        distributions made to the Trustee by the Swap Administrator under the Swap
        Administration Agreement, the Swap Account, the Supplemental Interest Trust
        and
        the Interest Rate Swap Agreement.

       

      “Trust
        REMIC”: Each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC
        6.

       

      “Trustee”:
        Wells Fargo Bank, N.A., a national banking association, or any successor
        trustee
        appointed as herein provided.

       

      “Trustee
        Fee”: The amount payable to the Trustee on each Distribution Date pursuant to
        Section 8.05 as compensation for all services rendered by it in the execution
        of
        the trust hereby created and in the exercise and performance of any of the
        powers and duties of the Trustee hereunder, which amount shall equal one
        twelfth
        of the product of (i) the Trustee Fee Rate, multiplied by (ii) the aggregate
        Stated Principal Balance of the Mortgage Loans and any REO Properties (after
        giving effect to scheduled payments of principal due during the Due Period
        relating to the previous Distribution Date, to the extent received or advanced)
        as of the first day of the calendar month prior to the month of such
        Distribution Date (or, in the case of the initial Distribution Date, as of
        the
        Cut-off Date).

       

      “Trustee
        Fee Rate”: 0.0030%
        per annum.

       

      “Uncertificated
        Accrued Interest”: With respect to each REMIC Regular Interest on each
        Distribution Date, an amount equal to one month’s interest at the related
        Uncertificated Pass-Through Rate on the Uncertificated Principal Balance
        of such
        REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
        be
        reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
        Shortfalls (allocated to such REMIC Regular Interests based on their respective
        entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
        and Relief Act Interest Shortfalls for such Distribution Date).

       

      “Uncertificated
        Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
        Distribution Date listed below, the aggregate Uncertificated Principal Balance
        of the REMIC 1 Regular Interests ending with the designation “A” listed
        below:

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  1 Regular Interests

              
	
                1st
                  through 2nd

              	
                I-1-A
                  through I-63-A

              
	
                3

              	
                I-2-A
                  through I-63-A

              
	
                4

              	
                I-3-A
                  through I-63-A

              
	
                5

              	
                I-4-A
                  through I-63-A

              
	
                6

              	
                I-5-A
                  through I-63-A

              
	
                7

              	
                I-6-A
                  through I-63-A

              
	
                8

              	
                I-7-A
                  through I-63-A

              
	
                9

              	
                I-8-A
                  through I-63-A

              
	
                10

              	
                I-9-A
                  through I-63-A

              
	
                11

              	
                I-10-A
                  through I-63-A

              
	
                12

              	
                I-11-A
                  through I-63-A

              
	
                13

              	
                I-12-A
                  through I-63-A

              
	
                14

              	
                I-13-A
                  through I-63-A

              
	
                15

              	
                I-14-A
                  through I-63-A

              
	
                16

              	
                I-15-A
                  through I-63-A

              
	
                17

              	
                I-16-A
                  through I-63-A

              
	
                18

              	
                I-17-A
                  through I-63-A

              
	
                19

              	
                I-18-A
                  through I-63-A

              
	
                20

              	
                I-19-A
                  through I-63-A

              
	
                21

              	
                I-20-A
                  through I-63-A

              
	
                22

              	
                I-21-A
                  through I-63-A

              
	
                23

              	
                I-22-A
                  through I-63-A

              
	
                24

              	
                I-23-A
                  through I-63-A

              
	
                25

              	
                I-24-A
                  through I-63-A

              
	
                26

              	
                I-25-A
                  through I-63-A

              
	
                27

              	
                I-26-A
                  through I-63-A

              
	
                28

              	
                I-27-A
                  through I-63-A

              
	
                29

              	
                I-28-A
                  through I-63-A

              
	
                30

              	
                I-29-A
                  through I-63-A

              
	
                31

              	
                I-30-A
                  through I-63-A

              
	
                32

              	
                I-31-A
                  through I-63-A

              
	
                33

              	
                I-32-A
                  through I-63-A

              
	
                34

              	
                I-33-A
                  through I-63-A

              
	
                35

              	
                I-34-A
                  through I-63-A

              
	
                36

              	
                I-35-A
                  through I-63-A

              
	
                37th
                  through 39th 

              	
                I-36-A
                  through I-63-A

              
	
                40

              	
                I-37-A
                  through I-63-A

              
	
                41

              	
                I-38-A
                  through I-63-A

              
	
                42

              	
                I-39-A
                  through I-63-A

              
	
                43

              	
                I-40-A
                  through I-63-A

              
	
                44

              	
                I-41-A
                  through I-63-A

              
	
                45

              	
                I-42-A
                  through I-63-A

              
	
                46

              	
                I-43-A
                  through I-63-A

              
	
                47

              	
                I-44-A
                  through I-63-A

              
	
                48

              	
                I-45-A
                  through I-63-A

              
	
                49

              	
                I-46-A
                  through I-63-A

              
	
                50

              	
                I-47-A
                  through I-63-A

              
	
                51

              	
                I-48-A
                  through I-63-A

              
	
                52

              	
                I-49-A
                  through I-63-A

              
	
                53

              	
                I-50-A
                  through I-63-A

              
	
                54

              	
                I-51-A
                  through I-63-A

              
	
                55

              	
                I-52-A
                  through I-63-A

              
	
                56

              	
                I-53-A
                  through I-63-A

              
	
                57

              	
                I-54-A
                  through I-63-A

              
	
                58

              	
                I-55-A
                  through I-63-A

              
	
                59

              	
                I-56-A
                  through I-63-A

              
	
                60

              	
                I-57-A
                  through I-63-A

              
	
                61

              	
                I-58-A
                  through I-63-A

              
	
                62

              	
                I-59-A
                  through I-63-A

              
	
                63

              	
                I-60-A
                  through I-63-A

              
	
                64

              	
                I-61-A
                  through I-63-A

              
	
                65

              	
                I-62-A
                  and I-63-A

              
	
                66

              	
                I-63-A

              
	
                thereafter

              	
                $0.00

              


      

      


      With
        respect to the Class SWAP-IO Interest and any Distribution Date, an amount
        equal
        to the Uncertificated Notional Amount of the REMIC 2 Regular Interest
        LTIO.

       

      “Uncertificated
        Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
        Uncertificated REMIC 2 Pass-Through Rate.

       

      “Uncertificated
        Principal Balance”: With respect to each REMIC Regular Interest (other than
        REMIC 2 Regular Interest LTIO), the amount of such REMIC Regular Interest
        outstanding as of any date of determination. As of the Closing Date, the
        Uncertificated Principal Balance of each REMIC Regular Interest (other than
        REMIC 2 Regular Interest LTIO) shall equal the amount set forth in the
        Preliminary Statement hereto as its initial Uncertificated Principal Balance.
        On
        each Distribution Date, the Uncertificated Principal Balance of each REMIC
        Regular Interest shall be reduced by all distributions of principal made
        on such
        REMIC Regular Interest on such Distribution Date pursuant to Section 4.08
        and,
        if and to the extent necessary and appropriate, shall be further reduced
        on such
        Distribution Date by Realized Losses as provided in Section 4.08, and the
        Uncertificated Principal Balances of REMIC 2 Regular Interest LTZZ shall
        be
        increased by interest deferrals as provided in Section 4.08. The Uncertificated
        Principal Balance of each REMIC Regular Interest shall never be less than
        zero.
        With respect to the Class C Interest, as of any date of determination, an
        amount
        equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
        Balance of the REMIC 2 Regular Interest over (B) the then aggregate Certificate
        Principal Balance of the Class A Certificates, Mezzanine Certificates and
        the
        Class P Interest then outstanding.

       

      “Uncertificated
        REMIC 1 Pass-Through Rate”: With
        respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest II, a
        per
        annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
        of
        the Mortgage Loans. With respect to each REMIC 1 Regular Interest ending
        with
        the designation “A”, a per annum rate equal to the weighted average of the
        Expense Adjusted Loan Rates of the Mortgage Loans multiplied by 2, subject
        to a
        maximum rate of 10.540%. With respect to each REMIC 1 Regular Interest ending
        with the designation “B”, the greater of (x) a per annum rate equal to the
        excess, if any, of (i) 2 multiplied by the weighted average of the Expense
        Adjusted Loan Rates of the Mortgage Loans over (ii) 10.540% and (y)
        0.00%.

       

      “Uncertificated
        REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
        2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9 and REMIC 2 Regular Interest LTZZ, a
        per
        annum rate (but not less than zero) equal to the weighted average of (v)
        with
        respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest II, the
        Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
        for
        each such Distribution Date, (w) with respect to REMIC 1 Regular Interests
        ending with the designation “B”, the weighted average of the Uncertificated
        REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
        the
        basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
        for each such Distribution Date and (x) with respect to REMIC 1 Regular
        Interests ending with the designation “A”, for each Distribution Date listed
        below, the weighted average of the rates listed below for each such REMIC
        1
        Regular Interest listed below, weighted on the basis of the Uncertificated
        Principal Balance of each such REMIC 1 Regular Interest for each such
        Distribution Date:

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  1 Regular Interest

              	
                Rate

              
	
                1

              	
                I-1-A
                  through I-63-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                2

              	
                I-1-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                3

              	
                I-2-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                4

              	
                I-3-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  and I-2-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                5

              	
                I-4-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-3-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                6

              	
                I-5-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-4-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                7

              	
                I-6-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-5-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                8

              	
                I-7-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-6-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                9

              	
                I-8-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-7-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                10

              	
                I-9-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-8-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                11

              	
                I-10-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-9-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                12

              	
                I-11-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-10-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                13

              	
                I-12-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-11-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                14

              	
                I-13-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-12-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                15

              	
                I-14-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-13-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                16

              	
                I-15-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-14-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                17

              	
                I-16-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-15-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                18

              	
                I-17-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-16-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                19

              	
                I-18-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-17-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                20

              	
                I-19-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-18-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                21

              	
                I-20-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-19-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                22

              	
                I-21-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-20-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                23

              	
                I-22-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-21-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                24

              	
                I-23-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-22-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                25

              	
                I-24-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-23-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                26

              	
                I-25-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-24-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                27

              	
                I-26-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-25-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                28

              	
                I-27-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-26-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                29

              	
                I-28-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-27-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                30

              	
                I-29-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-28-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                31

              	
                I-30-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-29-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                32

              	
                I-31-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-30-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                33

              	
                I-32-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-31-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                34

              	
                I-33-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-32-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                35

              	
                I-34-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-33-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                36

              	
                I-35-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-34-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                37th
                  through 39th 

              	
                I-36-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-35-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                40

              	
                I-37-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-36-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                41

              	
                I-38-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-37-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                42

              	
                I-39-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-38-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                43

              	
                I-40-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-39-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                44

              	
                I-41-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-40-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                45

              	
                I-42-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-41-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                46

              	
                I-43-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-42-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                47

              	
                I-44-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-43-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                48

              	
                I-45-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-44-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                49

              	
                I-46-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-45-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                50

              	
                I-47-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-46-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                51

              	
                I-48-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-47-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                52

              	
                I-49-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-48-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                53

              	
                I-50-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-49-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                54

              	
                I-51-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-50-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                55

              	
                I-52-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-51-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                56

              	
                I-53-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-52-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                57

              	
                I-54-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-53-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                58

              	
                I-55-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-54-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                59

              	
                I-56-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-55-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                60

              	
                I-57-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-56-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                61

              	
                I-58-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-57-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                62

              	
                I-59-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-58-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                63

              	
                I-60-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-59-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                64

              	
                I-61-A
                  through I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-60-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                65

              	
                I-62-A
                  and I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-61-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                66

              	
                I-63-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	
                I-1-A
                  through I-62-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                thereafter

              	
                I-1-A
                  through I-63-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	 	 	 


      

      


      With
        respect to REMIC 2 Regular Interest LTIO, and (a) the first Distribution
        Date,
        the excess of (i) the weighted average of the Uncertificated REMIC 1
        Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through
        Rates
        for REMIC 1 Regular Interests ending with the designation “A”, and (b) the
        2nd
        Distribution Date through the 66th
        Distribution Date, the excess of (i) the weighted average of the Uncertificated
        REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the
        designation “A” over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter 0.00%.


       

      “Underwriters”:
        Each of Greenwich Capital Markets, Inc., Banc of America Securities LLC,
        Citigroup Global Markets Inc., H&R Block Financial Advisors, Inc., HSBC
        Securities (USA) Inc. and J.P. Morgan Securities Inc.

       

      “Uninsured
        Cause”: Any cause of damage to a Mortgaged Property such that the complete
        restoration of such property is not fully reimbursable by the hazard insurance
        policies required to be maintained pursuant to Section 3.14.

       

      “United
        States Person” or “U.S. Person”: A citizen or resident of the United States, a
        corporation, partnership (or other entity treated as a corporation or
        partnership for United States federal income tax purposes) created or organized
        in, or under the laws of, the United States, any state thereof, or the District
        of Columbia (except in the case of a partnership, to the extent provided
        in
        Treasury regulations) provided that, for purposes solely of the restrictions
        on
        the transfer of Residual Certificates, no partnership or other entity treated
        as
        a partnership for United States federal income tax purposes shall be treated
        as
        a United States Person unless all persons that own an interest in such
        partnership either directly or through any entity that is not a corporation
        for
        United States federal income tax purposes are required by the applicable
        operative agreement to be United States Persons, or an estate the income
        of
        which from sources without the United States is includible in gross income
        for
        United States federal income tax purposes regardless of its connection with
        the
        conduct of a trade or business within the United States, or a trust if a
        court
        within the United States is able to exercise primary supervision over the
        administration of the trust and one or more United States persons have authority
        to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
        provisions.

       

      “Unpaid
        Interest Shortfall Amount”: With respect to the Class A Certificates and the
        Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii)
        any
        Distribution Date after the first Distribution Date, the amount, if any,
        by
        which (a) the sum of (1) the Monthly Interest Distributable Amount for such
        Class for the immediately preceding Distribution Date and (2) the outstanding
        Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
        Distribution Date exceeds (b) the aggregate amount distributed on such Class
        in
        respect of interest pursuant to clause (a) of this definition on such preceding
        Distribution Date, plus interest on the amount of interest due but not paid
        on
        the Certificates of such Class on such preceding Distribution Date, to the
        extent permitted by law, at the Pass-Through Rate for such Class for the
        related
        Accrual Period.

       

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

       

      (xiv)  with
        respect to a Mortgage Loan the proceeds of which were used to purchase the
        related mortgaged property, the lesser of (x) the appraised value of such
        mortgaged property based on an appraisal made for the originator by an
        independent fee appraiser at the time of the origination of the related Mortgage
        Loan; provided however, that in accordance with Option One Underwriting
        Guidelines, such value may be reduced to reflect the results of a review
        appraisal and (y) the sales price of such mortgaged property at such time
        of
        origination; and

       

      (xv)  with
        respect to a Mortgage Loan the proceeds of which were used to refinance an
        existing Mortgage Loan, the appraised value of such mortgaged property based
        on
        an appraisal made for the originator by an independent fee appraiser at the
        time
        of the origination of the related Mortgage Loan; provided however, that in
        accordance with Option One Underwriting Guidelines, such value may be reduced
        to
        reflect the results of a review appraisal.

       

      “Voting
        Rights”: The portion of the voting rights of all of the Certificates which is
        allocated to any Certificate. At all times the Class A Certificates, the
        Mezzanine Certificates and the Class C Certificates shall have 98% of the
        Voting
        Rights (allocated among the Holders of the Class A Certificates, the Mezzanine
        Certificates and the Class C Certificates in proportion to the then outstanding
        Certificate Principal Balances of their respective Certificates), the Class
        P
        Certificates shall have 1% of the Voting Rights and the Residual Certificates
        shall have 1% of the Voting Rights. The Voting Rights allocated to any Class
        of
        Certificates (other than the Class P Certificates and the Residual Certificates)
        shall be allocated among all Holders of each such Class in proportion to
        the
        outstanding Certificate Principal Balance or Notional Amount of such
        Certificates and the Voting Rights allocated to the Class P Certificates
        and the
        Residual Certificates shall be allocated among all Holders of each such Class
        in
        proportion to such Holders’ respective Percentage Interest; provided,
        however,
        that
        when none of the Regular Certificates are outstanding, 100% of the Voting
        Rights
        shall be allocated among Holders of the Residual Certificates in accordance
        with
        such Holders’ respective Percentage Interests in the Certificates of such
        Class.

       

      	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.

       

      	SECTION
              1.03.  	
              Allocation
                of Certain Interest Shortfalls.

            


       

      For
        purposes of calculating the amount of the Monthly Interest Distributable
        Amount
        for each of the Class A Certificates, the Mezzanine Certificates and the
        Class C
        Certificates for any Distribution Date, (1) the aggregate amount of any Net
        Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
        in respect of the Mortgage Loans for any Distribution Date shall be allocated
        first, among the Class C Certificates on a pro
        rata
        basis
        based on, and to the extent of, one month’s interest at the then applicable
        Pass-Through Rate on the Notional Amount of each such Certificate and,
        thereafter, among the Class A Certificates and the Mezzanine Certificates,
        on a
pro
        rata
        basis
        based on, and to the extent of, one month’s interest at the then applicable
        respective Pass-Through Rate on the respective Certificate Principal Balance
        of
        each such Certificate and (2) the aggregate amount of any Realized Losses
        and
        Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be
        allocated among the Class C Certificates on a pro
        rata
        basis
        based on, and to the extent of, one month’s interest at the then applicable
        Pass-Through Rate on the Notional Amount of each such Certificate after the
        allocation thereto in clause (1).

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC 1 Regular Interests for any Distribution Date the aggregate amount
        of any
        Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
        in respect of the Mortgage Loans shall be allocated first, to REMIC 1 Regular
        Interest I, REMIC 1 Regular Interest II and to the REMIC 1 Regular Interests
        ending with the designation “B”, pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
        Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
        1
        Regular Interests ending with the designation “A”, pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
        Principal Balances of each such REMIC 1 Regular Interest.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC 2 Regular Interests for any Distribution Date, the aggregate amount
        of any
        Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
        in respect of the Mortgage Loans for any Distribution Date shall be
        allocated
        among
        REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
        Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest
        LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
        2
        Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
        LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
        2
        Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
        Interest LTZZ, pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
        Principal Balance of each such REMIC 2 Regular Interest.

       

      	SECTION
              1.04.  	
              Rights
                of the NIMS Insurer.

            


       

      Each
        of
        the rights of the NIMS Insurer set forth in this Agreement shall exist so
        long
        as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
        issued pursuant to an Indenture and (ii) any series of notes issued pursuant
        to
        one or more Indentures remain outstanding or the NIMS Insurer is owed amounts
        in
        respect of its guarantee of payment on such notes; provided, however, the
        NIMS
        Insurer shall not have any rights hereunder (except pursuant to Section 11.01
        in
        the case of clause (ii) below) so long as (i) the NIMS Insurer has not
        undertaken to guarantee certain payments of notes issued pursuant to the
        Indenture or (ii) any default has occurred and is continuing under the insurance
        policy issued by the NIMS Insurer with respect to such notes.

       

       

       

      ARTICLE
        II

       

      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      	SECTION
              2.01.  	
              Conveyance
                of Mortgage Loans.

            


       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse for the benefit of the Certificateholders all the right, title and
        interest of the Depositor, including any security interest therein for the
        benefit of the Depositor, in and to (i) each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
        all interest accruing thereon on and after the Cut-off Date and all collections
        in respect of interest and principal due after the Cut-off Date; (ii) property
        which secured each such Mortgage Loan and which has been acquired by foreclosure
        or deed in lieu of foreclosure; (iii) its interest in any insurance policies
        in
        respect of the Mortgage Loans; (iv) the rights of the Depositor under the
        Mortgage Loan Purchase Agreement, (v) all other assets included or to be
        included in the Trust Fund, (vi) payments made to the Trustee by the Swap
        Administrator under the Swap Administration Agreement and the Swap Account
        and
        (vii) all proceeds of any of the foregoing. Such assignment includes all
        interest and principal due and collected by the Depositor or the Servicer
        after
        the Cut-off Date with respect to the Mortgage Loans.

       

      In
        connection with such transfer and assignment, the Depositor, does hereby
        deliver
        to, and deposit with the Trustee, or its designated agent (the “Custodian”), the
        following documents or instruments with respect to each Mortgage Loan so
        transferred and assigned by the Originator, on behalf of the
        Depositor:

       

      (i)  the
        original Mortgage Note, endorsed either (A) in blank, in which case the Trustee
        shall cause the endorsement to be completed or (B) in the following form:
“Pay
        to the order of Wells Fargo Bank, N.A., as Trustee, 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; provided,
        however,
        that
        such substitutions of Lost Note Affidavits for original Mortgage Notes may
        occur
        only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
        Balance of which is less than or equal to 3.00% of the Pool Balance as of
        the
        Cut-off Date;

       

      (ii)  the
        original Mortgage 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;

       

      (iii)  an
        original Assignment. The Mortgage shall be assigned either (A) in blank or
        (B)
        to “Wells Fargo Bank, N.A., as Trustee, without recourse”;

       

      (iv)  an
        original of any intervening assignment of Mortgage showing a complete chain
        of
        assignments;

       

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

       

      (vi)  the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any.

       

      The
        Trustee agrees to execute and deliver (or cause the Custodian to execute
        and
        deliver) to the Depositor and the NIMS Insurer 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 F-3 hereto.

       

      If
        any of
        the documents referred to in Section 2.01(ii), (iii) or (iv) above has as
        of the
        Closing Date been submitted for recording but either (x) has not been returned
        from the applicable public recording office or (y) has been lost or such
        public
        recording office has retained the original of such document, the obligations
        of
        the Depositor to deliver such documents shall be deemed to be satisfied upon
        (1)
        delivery to the Trustee or the Custodian no later than the Closing Date,
        of a
        copy of each such document certified by the Servicer, in its capacity as
        Originator, in the case of (x) above or the applicable public recording office
        in the case of (y) above to be a true and complete copy of the original that
        was
        submitted for recording and (2) if such copy is certified by the Servicer,
        in
        its capacity as Originator, delivery to the Trustee or the Custodian, promptly
        upon receipt thereof of either the original or a copy of such document certified
        by the applicable public recording office to be a true and complete copy
        of the
        original. If the original lender’s title insurance policy, or a certified copy
        thereof, was not delivered pursuant to Section 2.01(v) above, the Servicer,
        in
        its capacity as Originator, shall deliver or cause to be delivered to the
        Trustee or the Custodian, 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 or an original attorney’s opinion of title, with the original or
        a certified copy thereof to be delivered to the Trustee or the Custodian,
        promptly upon receipt thereof. The Servicer or the Depositor shall deliver
        or
        cause to be delivered to the Trustee or the Custodian promptly upon receipt
        thereof any other documents constituting a part of a Mortgage File received
        with
        respect to any Mortgage Loan, including, but not limited to, any original
        documents evidencing an assumption or modification of any Mortgage
        Loan.

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Servicer, in its capacity
        as
        Originator, shall have 120 days to cure such defect or deliver such missing
        document to the Trustee or the Custodian. If the Originator does not cure
        such
        defect or deliver such missing document within such time period, the Servicer,
        in its capacity as Originator, shall either repurchase or substitute for
        such
        Mortgage Loan in accordance with Section 2.03.

       

      The
        Depositor (at the expense of the Servicer, in its capacity as Originator) shall
        cause the Assignments which were delivered in blank to be completed and shall
        cause all Assignments referred to in Section 2.01(iii) hereof and, to the
        extent
        necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall
        be
        required to deliver such Assignments for recording within 90 days of the
        Closing
        Date. Notwithstanding the foregoing, however, for administrative convenience
        and
        facilitation of servicing and to reduce closing costs, the Assignments of
        Mortgage shall not be required to be submitted for recording (except with
        respect to any Mortgage Loan located in Maryland) unless the Trustee and
        the
        Depositor receive notice that such failure to record would result in a
        withdrawal or a downgrading by any Rating Agency of the rating on any Class
        of
        Certificates; provided, however, each Assignment shall be submitted for
        recording by the Depositor in the manner described above, at no expense to
        the
        Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
        by Holders of Certificates entitled to at least 25% of the Voting Rights,
        (ii)
        the occurrence of a Servicer Event of Termination, (iii) the occurrence of
        a
        bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the
        occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
        if
        the Originator is not the Servicer and with respect to any one Assignment
        the
        occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
        under the related Mortgage, (vi) any Mortgage Loan that is 90 days or more
        Delinquent and such recordation would be necessary to facilitate conversion
        of
        the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
        direction by the NIMS Insurer. Upon (a) receipt of written notice from the
        Trustee that recording of the Assignments is required pursuant to one or
        more of
        the conditions (excluding (v) and (vi) above) set forth in the preceding
        sentence or (b) upon the occurrence of condition (v) or (vi) in the preceding
        sentence, the Depositor shall be required to deliver such Assignments for
        recording as provided above, promptly and in any event within 30 days following
        receipt of such notice. Notwithstanding the foregoing, if the Originator
        fails
        to pay the cost of recording the Assignments, such expense will be paid by
        the
        Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
        To
        the extent not previously delivered to the Trustee by the Depositor, the
        Depositor shall furnish the Trustee, or its designated agent, with a copy
        of
        each Assignment submitted for recording. In the event that any such Assignment
        is lost or returned unrecorded because of a defect therein, the Depositor
        shall
        promptly have a substitute Assignment prepared or have such defect cured,
        as the
        case may be, and thereafter cause each such Assignment to be duly
        recorded.

       

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

       

      The
        Servicer shall forward to the Custodian original documents evidencing an
        assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with this Agreement within two weeks of their
        execution; provided, however, that the Servicer shall provide the Custodian
        with
        a certified true copy of any such document submitted for recordation within
        two
        weeks of its execution, and shall provide the original of any document submitted
        for recordation or a copy of such document certified by the appropriate public
        recording office to be a true and complete copy of the original within 365
        days
        of its submission for recordation. In the event that the Servicer cannot
        provide
        a copy of such document certified by the public recording office within such
        365
        day period, an Officers’ Certificate of the Servicer which shall (A) identify
        the recorded document, (B) state that the recorded document has not been
        delivered to the Custodian due solely to a delay caused by the public recording
        office, (C) state the amount of time generally required by the applicable
        recording office to record and return a document submitted for recordation,
        if
        known and (D) specify the date the applicable recorded document is expected
        to
        be delivered to the Custodian, and, upon receipt of a copy of such document
        certified by the public recording office, the Servicer shall immediately
        deliver
        such document to the Custodian. In the event the appropriate public recording
        office will not certify as to the accuracy of such document, the Servicer
        shall
        deliver a copy of such document certified by an officer of the Servicer to
        be a
        true and complete copy of the original to the Custodian.

       

      The
        parties hereto understand and agree that it is not intended that any mortgage
        loan be included in the Trust that is a high-cost home loan as defined by
        the
        HOEPA or any other applicable predatory or abusive lending laws.

       

      	SECTION
              2.02.  	
              Acceptance
                by Trustee.

            


       

      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, the Trustee acknowledges receipt of the documents referred to in Section
        2.01 above and all other assets included in the definition of “Trust Fund” and
        declares that 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.

       

      The
        Trustee agrees, for the benefit of the Certificateholders, to review, or
        that it
        has reviewed pursuant to Section 2.01 (or to cause the Custodian to review
        or
        that it has caused the Custodian to have reviewed) each Mortgage File on
        or
        prior to the Closing Date, with respect to each Initial Mortgage Loan (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 45
        days
        after the assignment thereof). The Trustee further agrees, for the benefit
        of
        the Certificateholders, to certify to the Depositor, the Servicer and the
        NIMS
        Insurer in substantially the form attached hereto as Exhibit F-1, within
        45 days
        after the Closing Date, with respect to each Mortgage Loan (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 45 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
        to it
        pursuant 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 (1) and (2) 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 (or the Custodian, as applicable)
        is 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.

       

      Prior
        to
        the first anniversary date of this Agreement the Trustee shall deliver (or
        cause
        the Custodian to deliver) to the Depositor, the Servicer and the NIMS Insurer
        a
        final certification in the form annexed hereto as Exhibit F-2 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 (or the Custodian,
        as
        applicable) finds any document or documents constituting a part of a Mortgage
        File to be missing or defective in any material respect, at the conclusion
        of
        its review the Trustee shall so notify the Originator, the Depositor, the
        NIMS
        Insurer and the Servicer. In addition, upon the discovery by the Originator,
        the
        Depositor, the NIMS Insurer or the Servicer (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 Originator in the Mortgage Loan Purchase Agreement
        in
        respect of any Mortgage Loan which materially adversely affects such Mortgage
        Loan or the interests of the related Certificateholders in such Mortgage
        Loan,
        the party discovering such breach shall give prompt written notice to the
        other
        parties to this Agreement.

       

      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 in trust for the
        benefit of the Certificateholders 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.

       

      	SECTION
              2.03.  	
              Repurchase
                or Substitution of Mortgage Loans by the Originator or Responsible
                Party.

            


       

      (a)  Upon
        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 or the Responsible Party of any representation, warranty or covenant
        under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan
        which
        materially adversely affects the value of such Mortgage Loan or the interest
        therein of the Certificateholders, the Trustee shall promptly notify the
        Originator, the Responsible Party, the NIMS Insurer and the Servicer of such
        defect, missing document or breach and request that the Originator or the
        Responsible Party, as applicable and as set forth in the Mortgage Loan Purchase
        Agreement, deliver such missing document or cure such defect or breach within
        120 days from the date the Originator or the Responsible Party, as applicable,
        was notified of such missing document, defect or breach, and if the Originator
        or the Responsible Party, as applicable, 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 or the Responsible Party’s obligation
        under the Mortgage Loan Purchase Agreement and cause the Originator or the
        Responsible Party, as applicable, to repurchase such Mortgage Loan from the
        Trust Fund at the Purchase Price on or prior to the Determination Date following
        the expiration of such 120 day period (subject to Section 2.03(e)). The Purchase
        Price for the repurchased Mortgage Loan shall be deposited in the Collection
        Account, and the Trustee, upon receipt of written certification from the
        Servicer of such deposit, shall release to the Originator or the Responsible
        Party, as applicable, the related Mortgage File and shall execute and deliver
        such instruments of transfer or assignment, in each case without recourse,
        as
        the Originator or the Responsible Party, as applicable, shall furnish to
        it and
        as shall be necessary to vest in the Originator or the Responsible Party,
        as
        applicable, any Mortgage Loan released pursuant hereto and the Trustee shall
        have no further responsibility with regard to such Mortgage File (it being
        understood that the Trustee shall have no responsibility for determining
        the
        sufficiency of such assignment for its intended purpose). In lieu of
        repurchasing any such Mortgage Loan as provided above, the Originator or
        the
        Responsible Party, as applicable, 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(d). It is understood
        and
        agreed that the obligation of the Originator or the Responsible Party, as
        applicable, to cure or to repurchase (or to substitute for) any Mortgage
        Loan as
        to which a document is missing, a material defect in a constituent document
        exists or as to which such a breach has occurred and is continuing shall
        constitute the sole remedy against the Originator or the Responsible Party,
        as
        applicable, respecting such omission, defect or breach available to the Trustee
        on behalf of the Certificateholders.

       

      (b)  Within
        90
        days of the earlier of discovery by the Depositor or receipt of notice by
        the
        Depositor of the breach of any representation, warranty or covenant of the
        Depositor set forth in Section 2.06 which materially and adversely affects
        the
        interests of the Certificateholders in any Mortgage Loan, the Depositor shall
        cure such breach in all material respects.

       

      (c)  Within
        90
        days of the earlier of discovery by the Servicer or receipt of notice by
        the
        Servicer of the breach of any representation, warranty or covenant of the
        Servicer set forth in Section 2.05 which materially and adversely affects
        the
        interests of the Certificateholders in any Mortgage Loan, the Servicer shall
        cure such breach in all material respects.

       

      (d)  Any
        substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
        Loans
        made pursuant to Section 2.03(a) must be effected prior to the last Business
        Day
        that is within two years after the Closing Date. As to any Deleted Mortgage
        Loan
        for which the Originator or the Responsible Party, as applicable, substitutes
        a
        Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
        by the Originator or the Responsible Party, as applicable, delivering to
        the
        Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
        Note, the Mortgage and the Assignment to the Trustee, and such other documents
        and agreements, with all necessary endorsements thereon, as are required
        by
        Section 2.01, together with an Officers’ Certificate providing 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. The Trustee shall acknowledge receipt
        for
        such Qualified Substitute Mortgage Loan or Loans and, within ten Business
        Days
        thereafter, shall review such documents as specified in Section 2.02 and
        deliver
        to the Servicer and the NIMS Insurer, with respect to such Qualified Substitute
        Mortgage Loan or Loans, a certification substantially in the form attached
        hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within
        one
        year of the date of substitution, the Trustee shall deliver to the Servicer
        and
        the NIMS Insurer a certification substantially in the form of Exhibit F-2
        hereto
        with respect to such Qualified Substitute Mortgage Loan or Loans, with any
        applicable exceptions noted thereon. Monthly Payments due with respect to
        Qualified Substitute Mortgage Loans in the month of substitution are not
        part of
        the Trust Fund and will be retained by the Originator or the Responsible
        Party,
        as applicable. 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 Originator or the Responsible Party, as applicable, shall thereafter
        be
        entitled to retain all amounts subsequently received in respect of such Deleted
        Mortgage Loan. The Originator or the Responsible Party, as applicable, shall
        give or cause to be given written notice to the Certificateholders and the
        NIMS
        Insurer that such substitution has taken place, shall amend the Mortgage
        Loan
        Schedule to reflect the removal of such Deleted Mortgage Loan from the terms
        of
        this Agreement and the substitution of the Qualified Substitute Mortgage
        Loan or
        Loans and shall deliver a copy of such amended Mortgage Loan Schedule to
        the
        NIMS Insurer and the Trustee. Upon such substitution by the Originator or
        the
        Responsible Party, as applicable, such Qualified Substitute Mortgage Loan
        or
        Loans shall constitute part of the Mortgage Pool and shall be subject in
        all
        respects to the terms of this Agreement and the Mortgage Loan Purchase
        Agreement, including all applicable representations and warranties thereof
        included in the Mortgage Loan Purchase Agreement as of the date of
        substitution.

       

      For
        any
        month in which the Originator or the Responsible Party, as applicable,
        substitutes one or more Qualified Substitute Mortgage Loans for one or more
        Deleted Mortgage Loans, the Servicer will determine the amount (the
“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 Mortgage Rate. On the date of such substitution, the
        Originator or the Responsible Party, as applicable, will deliver or cause
        to be
        delivered to the Servicer for deposit in the Collection Account an amount
        equal
        to the Substitution Adjustment, if any, and the Trustee, upon receipt of
        the
        related Qualified Substitute Mortgage Loan or Loans and certification by
        the
        Servicer of such deposit, shall release to the Originator or the Responsible
        Party, as applicable, the related Mortgage File or Files and shall execute
        and
        deliver such instruments of transfer or assignment, in each case without
        recourse, as the Originator or the Responsible Party, as applicable, shall
        deliver to it and as shall be necessary to vest therein any Deleted Mortgage
        Loan released pursuant hereto.

       

      In
        addition, the Originator or the Responsible Party, as applicable, shall obtain
        at its own expense and deliver to the Trustee and the NIMS Insurer an Opinion
        of
        Counsel to the effect that such substitution will not cause (a) any federal
        tax
        to be imposed on the Trust Fund, including without limitation, any federal
        tax
        imposed on “prohibited transactions” under Section 860F(a)(l) of the Code or on
“contributions after the startup date” under Section 860G(d)(l) of the Code or
        (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate
        is
        outstanding. 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.

       

      Upon
        discovery by the Originator, the Servicer, the NIMS Insurer 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 Originator, the Responsible Party or the Depositor,
        as
        the case may be, shall repurchase or, subject to the limitations set forth
        in
        Section 2.03(d), 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. Such repurchase
        or
        substitution shall be made (i) by the Originator or the Responsible Party,
        as
        applicable, if the affected Mortgage Loan’s status as a non-qualified mortgage
        is or results from a breach of any representation, warranty or covenant made
        by
        the Originator or the Responsible Party under the Mortgage Loan Purchase
        Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status as a
        non-qualified mortgage is a breach of any representation or warranty of the
        Depositor set forth in Section 2.06, or if its status as a non-qualified
        mortgage is a breach of no representation or warranty. Any such repurchase
        or
        substitution shall be made in the same manner as set forth in Section 2.03(a),
        if made by the Originator or the Responsible Party, or Section 2.03(b), if
        made
        by the Depositor. The Trustee shall reconvey to the Depositor, the Originator
        or
        the Responsible Party, as the case may be, 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.

       

      	SECTION
              2.04.  	
              Intentionally
                Omitted.

            


       

      	SECTION
              2.05.  	
              Representations,
                Warranties and Covenants of the Servicer.

            


       

      The
        Servicer hereby represents, warrants and covenants to the Trustee, for the
        benefit of each of the Trustee and the Certificateholders and to the Depositor
        that as of the Closing Date or as of such date specifically provided
        herein:

       

      (i)  The
        Servicer is duly organized, validly existing, and in good standing under
        the
        laws of the jurisdiction of its formation and has all licenses necessary
        to
        carry on its business as now being conducted and is licensed, qualified and
        in
        good standing in the states where the Mortgaged Property is located if the
        laws
        of such state require licensing or qualification in order to conduct business
        of
        the type conducted by the Servicer or to ensure the enforceability or validity
        of each Mortgage Loan; the Servicer has the power and authority to execute
        and
        deliver this Agreement and to perform in accordance herewith; the execution,
        delivery and performance of this Agreement (including all instruments of
        transfer to be delivered pursuant to this Agreement) by the Servicer and
        the
        consummation of the transactions contemplated hereby have been duly and validly
        authorized; this Agreement evidences the valid, binding and enforceable
        obligation of the Servicer, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the enforcement
        of
        creditors’ rights generally; and all requisite corporate action has been taken
        by the Servicer to make this Agreement valid and binding upon the Servicer
        in
        accordance with its terms;

       

      (ii)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Servicer and will not result in the breach
        of
        any term or provision of the charter or by-laws of the Servicer or result
        in the
        breach of any term or provision of, or conflict with or constitute a default
        under or result in the acceleration of any obligation under, any agreement,
        indenture or loan or credit agreement or other instrument to which the Servicer
        or its property is subject, or result in the violation of any law, rule,
        regulation, order, judgment or decree to which the Servicer or its property
        is
        subject;

       

      (iii)  The
        execution and delivery of this Agreement by the Servicer and the performance
        and
        compliance with its obligations and covenants hereunder do not require the
        consent or approval of any governmental authority or, if such consent or
        approval is required, it has been obtained;

       

      (iv)  This
        Agreement, and all documents and instruments contemplated hereby which are
        executed and delivered by the Servicer, constitute and will constitute valid,
        legal and binding obligations of the Servicer, enforceable in accordance
        with
        their respective terms, except as the enforcement thereof may be limited
        by
        applicable bankruptcy laws and general principles of equity;

       

      (v)  [Reserved];

       

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

       

      (vii)  There
        is
        no action, suit, proceeding or investigation pending or, to its knowledge,
        threatened against the Servicer that, either individually or in the aggregate,
        (A) may result in any change in the business, operations, financial condition,
        properties or assets of the Servicer that might prohibit or materially and
        adversely affect the performance by such Servicer of its obligations under,
        or
        validity or enforceability of, this Agreement, or (B) may result in any material
        impairment of the right or ability of the Servicer to carry on its business
        substantially as now conducted, or (C) may result in any material liability
        on
        the part of the Servicer, or (D) would draw into question the validity or
        enforceability of this Agreement or of any action taken or to be taken in
        connection with the obligations of the Servicer contemplated herein, or (E)
        would otherwise be likely to impair materially the ability of the Servicer
        to
        perform under the terms of this Agreement;

       

      (viii)  Neither
        this Agreement nor any information, certificate of an officer, statement
        furnished in writing or report delivered to the Trustee by the Servicer in
        connection with the transactions contemplated hereby contains any untrue
        statement of a material fact;

       

      (ix)  The
        Servicer covenants that its computer and other systems used in servicing
        the
        Mortgage Loans operate in a manner such that the Servicer can service the
        Mortgage Loans in accordance with the terms of this Agreement;

       

      (x)  The
        information set forth in the Prepayment Charge Schedule (including the
        Prepayment Charge Summary attached thereto) is complete, true and correct
        in all
        material respects on the date or dates when such information is furnished
        and
        each Prepayment Charge is permissible and enforceable in accordance with
        its
        terms (except to the extent that the enforceability thereof may be limited
        by
        bankruptcy, insolvency, moratorium, receivership and other similar laws
        affecting creditor’s rights generally or the collectability thereof may be
        limited due to acceleration in connection with a foreclosure) under applicable
        federal, state and local law;

       

      (xi)  The
        Servicer will not waive any Prepayment Charge unless it is waived in accordance
        with the standard set forth in Section 3.01; and

       

      (xii)  The
        Servicer has accurately and fully reported, and will continue to accurately
        and
        fully report, its borrower credit files to each of the credit repositories
        in a
        timely manner.

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.05 shall survive delivery of the Mortgage Files to
        the
        Trustee and shall inure to the benefit of the Trustee, the Depositor and
        the
        Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
        the Servicer, the Originator or the Trustee of a breach of any of the foregoing
        representations, warranties and covenants which materially and adversely
        affects
        the value of any Mortgage Loan, Prepayment Charge or the interests therein
        of
        the Certificateholders, the party discovering such breach shall give prompt
        written notice (but in no event later than two Business Days following such
        discovery) to the Servicer, the Originator, the NIMS Insurer and the Trustee.
        Notwithstanding the foregoing, within 90 days of the earlier of discovery
        by the
        Servicer or receipt of notice by the Servicer of the breach of the
        representation or covenant of the Servicer (in its capacity as Originator)
        set
        forth in Sections 2.05(x) or 2.05(xi) above which materially and adversely
        affects the interests of the Holders of the Class P Certificates in any
        Prepayment Charge, the Servicer shall remedy such breach as follows: (a)
        if the
        representation made by the Servicer (in its capacity as Originator) in Section
        2.05(x) above is breached and a Principal Prepayment has occurred in the
        applicable Prepayment Period or if a change of law subsequent to the Closing
        Date limits the enforceability of a Prepayment Charge (other than in the
        circumstances provided in Section 2.05(x) above), the Servicer (in its capacity
        as Originator) must pay the amount of the scheduled Prepayment Charge, for
        the
        benefit of the Holders of the Class P Certificates, by depositing such amount
        into the Collection Account, net of any amount previously collected by the
        Servicer and paid by the Servicer, for the benefit of the Holders of the
        Class P
        Certificates, in respect of such Prepayment Charge; and (b) if any of the
        covenants made by the Servicer in Section 2.05(xi) above is breached, the
        Servicer must pay the amount of such waived Prepayment Charge, for the benefit
        of the Holders of the Class P Certificates, by depositing such amount into
        the
        Collection Account. The foregoing shall not, however, limit any remedies
        available to the Certificateholders, the Depositor or the Trustee on behalf
        of
        the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement
        signed
        by the Servicer in its capacity as Originator, respecting a breach of the
        representations, warranties and covenants of the Servicer in its capacity
        as
        Originator contained in the Mortgage Loan Purchase Agreement.

       

      	SECTION
              2.06.  	
              Representations
                and Warranties of the Depositor.

            


       

      The
        Depositor represents and warrants to the Trust and the Trustee on behalf
        of the
        Certificateholders 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 and 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 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;

       

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

       

      (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 articles 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 thereby, 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 articles 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;

       

      (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; and

       

      (x)  The
        beneficial owner of the payments made under the Interest Rate Swap Agreement
        is
        either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)
        of United States Treasury Regulations) for United States federal income tax
        purposes or (ii) a “non-U.S. branch of a foreign person” as that term is used in
        section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the
        “Regulations”) for United States federal income tax purposes, and it is a
“foreign person” as that term is used in section 1.6041-4(a)(4) of the
        Regulations for United States federal income tax purposes. As of the Closing
        Date, Option One Mortgage Capital Corporation is the beneficial owner of
        the
        payments made under the Interest Rate Swap Agreement.

       

      	SECTION
              2.07.  	
              Issuance
                of Certificates.

            


       

      The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
        to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
        2.02, 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 Trustee, pursuant to
        the
        written request of the Depositor executed by an officer of the Depositor,
        has
        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
              2.08.  	
              Authorization
                to Enter into Interest Rate Swap
                Agreement.

            


       

      (a)  The
        Trustee, not in its individual capacity but solely in its separate capacity
        as
        Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
        perform the obligations, and make any representations to be exercised,
        performed, or made by the Supplemental Interest Trust Trustee, as described
        herein. The Supplemental Interest Trust Trustee is hereby directed to execute
        and deliver the Interest Rate Swap Agreement on behalf of Party B (as defined
        therein) and to exercise the rights, perform the obligations, and make the
        representations of Party B thereunder, solely in its capacity as Supplemental
        Interest Trust Trustee on behalf of Party B (as defined therein) and not
        in its
        individual capacity. The Servicer, the Depositor and the Certificateholders
        (by
        acceptance of their Certificates) acknowledge and agree that (i) the
        Supplemental Interest Trust Trustee shall execute and deliver the Interest
        Rate
        Swap Agreement on behalf of Party B (as defined therein), (ii) the Supplemental
        Interest Trust Trustee shall exercise the rights, perform the obligations,
        and
        make the representations of Party B thereunder, solely in its capacity as
        Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
        and not in its individual capacity and (iii) the Swap Administrator shall
        also
        be entitled to exercise the rights and obligated to perform the obligations
        of
        Party B under the Interest Rate Swap Agreement.

       

      Every
        provision of this Agreement relating to the conduct or affecting the liability
        of or affording protection to the Supplemental Interest Trust Trustee shall
        apply to the Supplemental Interest Trust Trustee’s execution of the Interest
        Rate Swap Agreement, and the performance of its duties and satisfaction of
        its
        obligations thereunder.

       

      Every
        provision of this Agreement relating to the conduct or affecting the liability
        of or affording protection to the Swap Administrator shall apply to the Swap
        Administrator’s execution of the Interest Rate Swap Agreement, and the
        performance of its duties and satisfaction of its obligations
        thereunder.

       

      	SECTION
              2.09.  	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 2, REMIC 3, REMIC
                4,
                REMIC 5 and REMIC 6 by the Trustee; Issuance of
                Certificates.

            


       

      (a)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        assets
        described in the definition of REMIC 1 for the benefit of the holders of
        the
        REMIC 1 Regular Interests (which are uncertificated) and the Class R
        Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
        receipt of the assets described in the definition of REMIC 1 and declares
        that
        it holds and will hold the same in trust for the exclusive use and benefit
        of
        the holders of the REMIC 1 Regular Interests and the Class R Certificates
        (in
        respect of the Class R-1 Interest). The interests evidenced by the Class
        R-1
        Interest, together with the REMIC 1 Regular Interests, constitute the entire
        beneficial ownership interest in REMIC 1.

       

      (b)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to REMIC
        1
        Regular Interests for the benefit of the holders of the REMIC 2 Regular
        Interests (which are uncertificated) and the Class R Certificates (in respect
        of
        the Class R-2 Interest). The Trustee acknowledges receipt of the assets
        described in the definition of REMIC 2 and declares that it holds and will
        hold
        the same in trust for the exclusive use and benefit of the holders of the
        REMIC
        2 Regular Interests and the Class R Certificates (in respect of the Class
        R-2
        Interest). The interests evidenced by the Class R-2 Interest, together with
        the
        REMIC 2 Regular Interests, constitute the entire beneficial ownership interest
        in REMIC 2.

       

      (c)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        2 Regular Interests (which are uncertificated) for the benefit of the Holders
        of
        the REMIC 3 Regular Interests and the Class R Certificates (in respect of
        the
        Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 3 Regular
        Interests and declares that it holds and will hold the same in trust for
        the
        exclusive use and benefit of the Holders of the REMIC 3 Regular Certificates,
        the Class C Interest, Class P Interest and Class SWAP-IO Interest and the
        Class
        R Certificates (in respect of the Class R-3 Interest). The interests evidenced
        by the Class R-3 Interest, together with the REMIC 3 Regular Certificates,
        the
        Class C Interest, Class P Interest and Class SWAP-IO Interest, constitute
        the
        entire beneficial ownership interest in REMIC 3.

       

      (d)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        C Interest (which is uncertificated) for the benefit of the Holders of the
        Class
        C Certificates and the Class R-X Certificates (in respect of the Class R-4
        Interest). The Trustee acknowledges receipt of the Class C Interest and declares
        that it holds and will hold the same in trust for the exclusive use and benefit
        of the Holders of the Class C Certificates and the Class R-X Certificates
        (in
        respect of the Class R-4 Interest). The interests evidenced by the Class
        R-4
        Interest, together with the Class C Certificates, constitute the entire
        beneficial ownership interest in REMIC 4.

       

      (e)  
        The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        P Interest (which is uncertificated) for the benefit of the Holders of the
        Class
        P Certificates and the Class R-X Certificates (in respect of the Class R-5
        Interest). The Trustee acknowledges receipt of the Class P Interest and declares
        that it holds and will hold the same in trust for the exclusive use and benefit
        of the Holders of the Class P Certificates and the Class R-X Certificates
        (in
        respect of the Class R-5 Interest). The interests evidenced by the Class
        R-5
        Interest, together with the Class P Certificates, constitute the entire
        beneficial ownership interest in REMIC 5.

       

      (f)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        SWAP-IO Interest (which is uncertificated) for the benefit of the Holders
        of
        REMIC 6 Regular Interest SWAP-IO and the Class R-X Certificates (in respect
        of
        the Class R-6 Interest). The Trustee acknowledges receipt of the Class SWAP-IO
        Interest and declares that it holds and will hold the same in trust for the
        exclusive use and benefit of the Holders of REMIC 6 Regular Interest SWAP-IO
        and
        the Class R-X Certificates (in respect of the Class R-6 Interest). The interests
        evidenced by the Class R-6 Interest, together with REMIC 6 Regular Interest
        SWAP-IO, constitute the entire beneficial ownership interest in REMIC
        6.

       

      (g)  Concurrently
        with (i) the assignment and delivery to the Trustee of REMIC 1 and the
        acceptance by the Trustee thereof, pursuant to Section 2.01 and Section 2.02,
        (ii) the assignment and delivery to the Trustee of REMIC 2 (including the
        Residual Interest therein represented by the Class R-2 Interest) and the
        acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii) the
        assignment and delivery to the Trustee of REMIC 3 (including the Residual
        Interest therein represented by the Class R-3 Interest) and the acceptance
        by
        the Trustee thereof, pursuant to Section 2.09(c), (iv) the assignment and
        delivery to the Trustee of REMIC 4 (including the Residual Interest therein
        represented by the Class R-4 Interest), and the acceptance by the Trustee
        thereof, pursuant to Section 2.09(d), (v) the assignment and delivery to
        the
        Trustee of REMIC 5 (including the Residual Interest therein represented by
        the
        Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to
        Section 2.09(e) and (vi) the assignment and delivery to the Trustee of REMIC
        6
        (including the Residual Interest therein represented by the Class R-6 Interest)
        and the acceptance by the Trustee thereof, pursuant to Section 2.09(f), the
        Trustee, pursuant to the written request of the Depositor executed by an
        officer
        of the Depositor, has executed, authenticated and delivered to or upon the
        order
        of the Depositor, (A) the Class R Certificates in authorized denominations
        evidencing the Class R-1 Interest, Class R-2 Interest and the Class R-3 Interest
        and (B) the Class R-X Certificates in authorized denominations evidencing
        the
        Class R-4 Interest, the Class R-5 Interest and the Class R-6
        Interest.

       

      	SECTION
              2.10.  	
              Negative
                Covenants of the Trustee and the
                Servicer.

            


       

      Except
        as
        otherwise expressly permitted by this Agreement, the Trustee and the Servicer
        shall not cause the Trust Fund to:

       

      (i)  sell,
        transfer, exchange or otherwise dispose of any of the assets of the Trust
        Fund;

       

      (ii)  dissolve
        or liquidate the Trust Fund in whole or in part;

       

      (iii)  engage,
        directly or indirectly, in any business other than that arising out of the
        issue
        of the Certificates, and the actions contemplated or required to be performed
        under this Agreement;

       

      (iv)  incur,
        create or assume any indebtedness for borrowed money;

       

      (v)  voluntarily
        file a petition for bankruptcy, reorganization, assignment for the benefit
        of
        creditors or similar proceeding; or

       

      (vi)  merge,
        convert or consolidate with any other Person.

       

       

       

      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      	SECTION
              3.01.  	
              Servicer
                to Act as Servicer.

            


       

      The
        Servicer shall service and administer the Mortgage Loans on behalf of the
        Trust
        and in the best interests of and for the benefit of the Certificateholders
        (as
        determined by the Servicer in its reasonable judgment) in accordance with
        the
        terms of this Agreement and the Mortgage Loans and, to the extent consistent
        with such terms, in the same manner in which it services and administers
        similar
        mortgage loans for its own portfolio, giving due consideration to customary
        and
        usual standards of practice of mortgage lenders and loan servicers administering
        similar mortgage loans but without regard to:

       

      (A)  any
        relationship that the Servicer, any Sub-Servicer or any Affiliate of the
        Servicer or any Sub-Servicer may have with the related Mortgagor;

       

      (B)  the
        ownership or non-ownership of any Certificate by the Servicer or any Affiliate
        of the Servicer;

       

      (C)  the
        Servicer’s obligation to make Advances or Servicing Advances; or

       

      (D)  the
        Servicer’s or any Sub-Servicer’s right to receive compensation for its services
        hereunder or with respect to any particular transaction.

       

      To
        the
        extent consistent with the foregoing, the Servicer (a) shall seek the timely
        and
        complete recovery of principal and interest on the Mortgage Notes and (b)
        shall
        waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under
        the
        following circumstances: (i) such waiver is standard and customary in servicing
        similar Mortgage Loans and (ii) either (A) such waiver relates to a default
        or a
        reasonably foreseeable default and would, in the reasonable judgment of the
        Servicer, maximize recovery of total proceeds taking into account the value
        of
        such Prepayment Charge and the related Mortgage Loan or (B) such waiver is
        made
        in connection with a refinancing of the related Mortgage Loan unrelated to
        a
        default or a reasonably foreseeable default where (x) the related Mortgagor
        has
        stated to the Servicer or an applicable Sub-Servicer an intention to refinance
        the related Mortgage Loan and (y) the Servicer has concluded in its reasonable
        judgment that the waiver of such Prepayment Charge would induce such mortgagor
        to refinance with the Servicer; provided, however, that the Servicer shall
        waive
        no more than 5.00% of the Prepayment Charges (by number of Prepayment Charges)
        set forth on the Prepayment Charge Schedule in accordance with clause (ii)(B)
        above. If a Prepayment Charge is waived as permitted by meeting the standards
        described in clauses (i) and (ii)(B) above, then the Servicer is required
        to pay
        the amount of such waived Prepayment Charge, for the benefit of the Holders
        of
        the Class P Certificates, by depositing such amount into the Collection Account
        together with and at the time that the amount prepaid on the related Mortgage
        Loan is required to be deposited into the Collection Account. Notwithstanding
        any other provisions of this Agreement, any payments made by the Servicer
        in
        respect of any waived Prepayment Charges pursuant to clauses (i) and (ii)(B)
        above shall be deemed to be paid outside of the Trust Fund. Subject only
        to the
        above-described servicing standards and the terms of this Agreement and of
        the
        Mortgage Loans, the Servicer shall have full power and authority, acting
        alone
        or through Sub-Servicers as provided in Section 3.02, to do or cause to be
        done
        any and all things in connection with such servicing and administration which
        it
        may deem necessary or desirable. Without limiting the generality of the
        foregoing, the Servicer in its own name or in the name of a Sub-Servicer
        is
        hereby authorized and empowered by the Trustee when the Servicer believes
        it
        appropriate in its best judgment in accordance with the servicing standards
        set
        forth above, to execute and deliver, on behalf of the Certificateholders
        and the
        Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
        or cancellation, or of partial or full release or discharge, and all other
        comparable instruments, with respect to the Mortgage Loans and the Mortgaged
        Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
        of
        foreclosure so as to convert the ownership of such properties, and to hold
        or
        cause to be held title to such properties, on behalf of the Trustee and
        Certificateholders. The Servicer shall service and administer the Mortgage
        Loans
        in accordance with applicable state and federal law and shall provide to
        the
        Mortgagors any reports required to be provided to them thereby. The Servicer
        shall also comply in the performance of this Agreement with all reasonable
        rules
        and requirements of each insurer under any standard hazard insurance policy.
        Subject to Section 3.17, within 15 days of the Closing Date, the Trustee
        shall
        execute, at the written request of the Servicer, and furnish to the Servicer
        and
        any Sub-Servicer any special or limited powers of attorney for each county
        in
        which a Mortgaged Property is located and other documents necessary or
        appropriate to enable the Servicer or any Sub-Servicer to carry out their
        servicing and administrative duties hereunder; provided,
        such
        limited powers of attorney or other documents shall be prepared by the Servicer
        and submitted to the Trustee for execution. The Trustee shall not be liable
        for
        the actions of the Servicer or any Sub-Servicers under such powers of
        attorney.

       

      Subject
        to Section 3.09 hereof, in accordance with the standards of the preceding
        paragraph, the Servicer shall advance or cause to be advanced funds as necessary
        for the purpose of effecting the payment of taxes and assessments on the
        Mortgaged Properties, which advances shall be Servicing Advances reimbursable
        in
        the first instance from related collections from the Mortgagors pursuant
        to
        Section 3.09, and further as provided in Section 3.11. Any cost incurred
        by the
        Servicer or by Sub-Servicers in effecting the payment of taxes and assessments
        on a Mortgaged Property shall not, for the purpose of calculating distributions
        to Certificateholders, be added to the unpaid principal balance of the related
        Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
        permit.

       

      Notwithstanding
        anything in this Agreement to the contrary, the Servicer may not make any
        future
        advances with respect to a Mortgage Loan (except as provided in Section 4.04)
        and the Servicer shall not (i) permit any modification with respect to any
        Mortgage Loan that would change the Mortgage Rate, reduce or increase the
        Principal Balance (except for reductions resulting from actual payments of
        principal) or change the final maturity date on such Mortgage Loan (unless,
        as
        provided in Section 3.07, the Mortgagor is in default with respect to the
        Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
        foreseeable) or (ii) permit any modification, waiver or amendment of any
        term of
        any Mortgage Loan that would both (A) effect an exchange or reissuance of
        such
        Mortgage Loan under Section 1001 of the Code (or Treasury regulations
        promulgated thereunder) and (B) cause any REMIC created hereunder to fail
        to
        qualify as a REMIC under the Code or the imposition of any tax on “prohibited
        transactions” or “contributions after the startup date” under the REMIC
        Provisions.

       

      	SECTION
              3.02.  	
              Sub-Servicing
                Agreements Between Servicer and
                Sub-Servicers.

            


       

      (a)  The
        Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
        servicing and administration of the Mortgage Loans; provided,
        however,
        that
        (i) such agreements would not result in a withdrawal or a downgrading by
        any
        Rating Agency of the rating on any Class of Certificates and (ii) the NIMS
        Insurer shall have consented to such Sub-Servicing Agreement. The Trustee
        is
        hereby authorized to acknowledge, at the request of the Servicer, any
        Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
        Agreements set forth in this Agreement and that is otherwise permitted under
        this Agreement.

       

      Each
        Sub-Servicer shall be (i) authorized to transact business in the state or
        states
        where the related Mortgaged Properties it is to service are situated, if
        and to
        the extent required by applicable law to enable the Sub-Servicer to perform
        its
        obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
        Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
        must
        impose on the Sub-Servicer requirements conforming to the provisions set
        forth
        in Section 3.08 and provide for servicing of the Mortgage Loans consistent
        with
        the terms of this Agreement. The Servicer will examine each Sub-Servicing
        Agreement and will be familiar with the terms thereof. The terms of any
        Sub-Servicing Agreement will not be inconsistent with any of the provisions
        of
        this Agreement. The Servicer and the Sub-Servicers may enter into and make
        amendments to the Sub-Servicing Agreements or enter into different forms
        of
        Sub-Servicing Agreements; provided,
        however,
        that
        any such amendments or different forms shall be consistent with and not violate
        the provisions of this Agreement, and that no such amendment or different
        form
        shall be made or entered into which could be reasonably expected to be
        materially adverse to the interests of the Certificateholders without the
        consent of the Holders of Certificates entitled to at least 66% of the Voting
        Rights; provided,
        further,
        that
        the consent of the Holders of Certificates entitled to at least 66% of the
        Voting Rights shall not be required (i) to cure any ambiguity or defect in
        a
        Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions
        of
        a Sub-Servicing Agreement, or (iii) to make any other provisions with respect
        to
        matters or questions arising under a Sub-Servicing Agreement, which, in each
        case, shall not be inconsistent with the provisions of this Agreement. Any
        variation without the consent of the Holders of Certificates entitled to
        at
        least 66% of the Voting Rights from the provisions set forth in Section 3.08
        relating to insurance or priority requirements of Sub-Servicing Accounts,
        or
        credits and charges to the Sub-Servicing Accounts or the timing and amount
        of
        remittances by the Sub-Servicers to the Servicer, are conclusively deemed
        to be
        inconsistent with this Agreement and therefore prohibited. The Servicer shall
        deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing
        Agreements, and any amendments or modifications thereof, promptly upon the
        Servicer’s execution and delivery of such instruments.

       

      (b)  As
        part
        of its servicing activities hereunder, the Servicer, for the benefit of the
        Trustee and the Certificateholders, shall enforce the obligations of each
        Sub-Servicer under the related Sub-Servicing Agreement and of the Originator
        under the Mortgage Loan Purchase Agreement, including, without limitation,
        any
        obligation to make advances in respect of delinquent payments as required
        by a
        Sub-Servicing Agreement, or 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 Section 2.03(a). Such enforcement, including,
        without limitation, the legal prosecution of claims, termination of
        Sub-Servicing Agreements, 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
        Servicer, in its good faith business judgment, would require were it the
        owner
        of the related Mortgage Loans. The Servicer shall pay the costs of such
        enforcement at its own expense, and shall be reimbursed therefor only (i)
        from a
        general recovery resulting from such enforcement, to the extent, if any,
        that
        such recovery exceeds all amounts due in respect of the related Mortgage
        Loans,
        or (ii) from a specific recovery of costs, expenses or attorneys’ fees against
        the party against whom such enforcement is directed. Enforcement of the Mortgage
        Loan Purchase Agreement against the Originator shall be effected by the Servicer
        to the extent it is not the Originator, and otherwise by the Trustee in
        accordance with the foregoing provisions of this paragraph.

       

      	SECTION
              3.03.  	
              Successor
                Sub-Servicers.

            


       

      The
        Servicer, with the consent of the NIMS Insurer, shall be entitled to terminate
        any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
        pursuant to any Sub-Servicing Agreement in accordance with the terms and
        conditions of such Sub-Servicing Agreement. In the event of termination of
        any
        Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
        simultaneously by the Servicer without any act or deed on the part of such
        Sub-Servicer or the Servicer, and the Servicer either shall service directly
        the
        related Mortgage Loans or shall enter into a Sub-Servicing Agreement with
        a
        successor Sub-Servicer which qualifies under Section 3.02.

       

      Any
        Sub-Servicing Agreement shall include the provision that such agreement may
        be
        immediately terminated by the Servicer or the Trustee (if the Trustee is
        acting
        as Servicer) without fee, in accordance with the terms of this Agreement,
        in the
        event that the Servicer (or the Trustee, if such party is then acting as
        Servicer) shall, for any reason, no longer be the Servicer (including
        termination due to a Servicer Event of Termination).

       

      	SECTION
              3.04.  	
              Liability
                of the Servicer.

            


       

      Notwithstanding
        any Sub-Servicing Agreement or the provisions of this Agreement relating
        to
        agreements or arrangements between the Servicer and a Sub-Servicer or reference
        to actions taken through a Sub-Servicer or otherwise, the Servicer shall
        remain
        obligated and primarily liable to the Trustee and the Certificateholders
        for the
        servicing and administering of the Mortgage Loans in accordance with the
        provisions of Section 3.01 without diminution of such obligation or liability
        by
        virtue of such Sub-Servicing Agreements or arrangements or by virtue of
        indemnification from the Sub-Servicer and to the same extent and under the
        same
        terms and conditions as if the Servicer alone were servicing and administering
        the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
        with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer
        and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      	SECTION
              3.05.  	
              No
                Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                the
                Trustee or Certificateholders.

            


       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
        and the NIMS Insurer, the Trustee or Certificateholders shall not be deemed
        parties thereto and shall have no claims, rights, obligations, duties or
        liabilities with respect to the Sub-Servicer except as set forth in Section
        3.06. The Servicer shall be solely liable for all fees owed by it to any
        Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
        this Agreement is sufficient to pay such fees.

       

      	SECTION
              3.06.  	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


       

      In
        the
        event the Servicer shall for any reason no longer be the servicer (including
        by
        reason of the occurrence of a Servicer Event of Termination), the Trustee
        shall
        thereupon assume all of the rights and obligations of the Servicer under
        each
        Sub-Servicing Agreement that the Servicer may have entered into, unless the
        Trustee elects to terminate any Sub-Servicing Agreement in accordance with
        its
        terms as provided in Section 3.03. Upon such assumption, the Trustee (or
        the
        successor servicer appointed pursuant to Section 7.02) shall be deemed, subject
        to Section 3.03, to have assumed all of the departing Servicer’s interest
        therein and to have replaced the departing Servicer as a party to each
        Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
        had been assigned to the assuming party, except that (i) the departing Servicer
        shall not thereby be relieved of any liability or obligations under any
        Sub-Servicing Agreement that arose before it ceased to be the Servicer and
        (ii)
        neither the Trustee nor any successor Servicer shall be deemed to have assumed
        any liability or obligation of the Servicer that arose before it ceased to
        be
        the Servicer.

       

      The
        Servicer at its expense shall, upon request of Trustee, deliver to the assuming
        party all documents and records relating to each Sub-Servicing Agreement
        and the
        Mortgage Loans then being serviced and an accounting of amounts collected
        and
        held by or on behalf of it, and otherwise use its best efforts to effect
        the
        orderly and efficient transfer of the Sub-Servicing Agreements to the assuming
        party. All Servicing Transfer Costs shall be paid by the predecessor Servicer
        upon presentation of reasonable documentation of such costs, and if such
        predecessor Servicer defaults in its obligation to pay such costs, such costs
        shall be paid by the successor Servicer or the Trustee (in which case the
        successor Servicer or the Trustee, as applicable, shall be entitled to
        reimbursement therefor from the assets of the Trust).

       

      	SECTION
              3.07.  	
              Collection
                of Certain Mortgage Loan Payments.

            


       

      The
        Servicer shall make reasonable efforts to collect all payments called for
        under
        the terms and provisions of the Mortgage Loans, and shall, to the extent
        such
        procedures shall be consistent with this Agreement and the terms and provisions
        of any applicable insurance policies, follow such collection procedures as
        it
        would follow with respect to mortgage loans comparable to the Mortgage Loans
        and
        held for its own account. Consistent with the foregoing, the Servicer may
        in its
        discretion (i) waive any late payment charge or, if applicable, any penalty
        interest, or (ii) extend the due dates for the Monthly Payments due on a
        Mortgage Note for a period of not greater than 180 days; provided,
        however,
        that
        any extension pursuant to clause (ii) above shall not affect the amortization
        schedule of any Mortgage Loan for purposes of any computation hereunder,
        except
        as provided below. In the event of any such arrangement pursuant to clause
        (ii)
        above, the Servicer shall make timely Advances on such Mortgage Loan during
        such
        extension pursuant to Section 4.04 and in accordance with the amortization
        schedule of such Mortgage Loan without modification thereof by reason of
        such
        arrangement.

       

      Notwithstanding
        the foregoing, in the event that any Mortgage Loan is in default or, in the
        judgment of the Servicer, such default is reasonably foreseeable, the Servicer,
        consistent with the standards set forth in Section 3.01, may also waive,
        modify
        or vary any term of such Mortgage Loan (including modifications that would
        change the Mortgage Rate, forgive the payment of principal or interest,
        capitalize the interest portion of past due Monthly Payments and outstanding
        Servicing Advances, or extend the final maturity date of such Mortgage Loan),
        accept payment from the related Mortgagor of an amount less than the Stated
        Principal Balance in final satisfaction of such Mortgage Loan, or consent
        to the
        postponement of strict compliance with any such term or otherwise grant
        indulgence to any Mortgagor (any and all such waivers, modifications, variances,
        forgiveness of principal or interest, postponements, or indulgences collectively
        referred to herein as “forbearance”), provided,
        however,
        that in
        no event shall the Servicer grant any such forbearance (other than as permitted
        by the second sentence of this Section) with respect to any one Mortgage
        Loan
        more than once in any 12 month period or more than three times over the life
        of
        such Mortgage Loan, provided,
        further,
        that in
        determining which course of action permitted by this sentence it shall pursue,
        the Servicer shall adhere to the Loss Mitigation Procedures and provided,
        further,
        that
        the NIMS Insurer’s prior written consent shall be required for any modification,
        waiver or amendment if the aggregate number of outstanding Mortgage Loans
        which
        have been modified, waived or amended exceeds 5% of the number of Mortgage
        Loans
        as of the Cut-off Date. The Servicer’s analysis supporting any forbearance and
        the conclusion that any forbearance meets the standards of Section 3.01 and
        the
        Loss Mitigation Procedures shall be reflected in writing in the Mortgage
        File.

       

      	SECTION
              3.08.  	
              Sub-Servicing
                Accounts.

            


       

      In
        those
        cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
        Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
        maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
        Sub-Servicing Account shall be an Eligible Account and shall comply with
        all
        requirements of this Agreement relating to the Collection Account. The
        Sub-Servicer shall deposit in the clearing account in which it customarily
        deposits payments and collections on mortgage loans in connection with its
        mortgage loan servicing activities on a daily basis, and in no event more
        than
        one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
        Mortgage Loans received by the Sub-Servicer less its servicing compensation
        to
        the extent permitted by the Sub-Servicing Agreement, and shall thereafter
        deposit such amounts in the Sub-Servicing Account, in no event more than
        two
        Business Days after the receipt of such amounts. The Sub-Servicer shall
        thereafter deposit such proceeds in the Collection Account or remit such
        proceeds to the Servicer for deposit in the Collection Account not later
        than
        two Business Days after the deposit of such amounts in the Sub-Servicing
        Account. For purposes of this Agreement, the Servicer shall be deemed to
        have
        received payments on the Mortgage Loans when the Sub-Servicer receives such
        payments.

       

      	SECTION
              3.09.  	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            


       

      The
        Servicer shall establish and maintain, or cause to be established and
        maintained, one or more accounts (the “Servicing Accounts”), into which all
        Escrow Payments shall be deposited and retained. Servicing Accounts shall
        be
        Eligible Accounts. The Servicer shall deposit in the clearing account in
        which
        it customarily deposits payments and collections on mortgage loans in connection
        with its mortgage loan servicing activities on a daily basis, and in no event
        more than one Business Day after the Servicer’s receipt thereof, all Escrow
        Payments collected on account of the Mortgage Loans and shall thereafter
        deposit
        such Escrow Payments in the Servicing Accounts, in no event more than two
        Business Days after the receipt of such Escrow Payments, all Escrow Payments
        collected on account of the Mortgage Loans for the purpose of effecting the
        timely payment of any such items as required under the terms of this Agreement.
        Withdrawals of amounts from a Servicing Account may be made only to (i) effect
        payment of taxes, assessments, hazard insurance premiums, and comparable
        items
        in a manner and at a time that assures that the lien priority of the Mortgage
        is
        not jeopardized (or, with respect to the payment of taxes, in a manner and
        at a
        time that avoids the loss of the Mortgaged Property due to a tax sale or
        the
        foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
        Sub-Servicer to the extent provided in the related Sub-Servicing Agreement)
        out
        of related collections for any Servicing Advances made pursuant to Section
        3.01
        (with respect to taxes and assessments) and Section 3.14 (with respect to
        hazard
        insurance); (iii) refund to Mortgagors any sums as may be determined to be
        overages; (iv) pay interest to the Servicer or, if required and as described
        below, to Mortgagors on balances in the Servicing Account; or (v) clear and
        terminate the Servicing Account at the termination of the Servicer’s obligations
        and responsibilities in respect of the Mortgage Loans under this Agreement
        in
        accordance with Article X. In the event the Servicer deposits in a Servicing
        Account any amount not required to be deposited therein, it may at any time
        withdraw such amount from such Servicing Account, any provision herein to
        the
        contrary notwithstanding. The Servicer will be responsible for the
        administration of the Servicing Accounts and will be obligated to make Servicing
        Advances to such accounts when and as necessary to avoid the lapse of insurance
        coverage on the Mortgaged Property, or which the Servicer knows, or in the
        exercise of the required standard of care of the Servicer hereunder should
        know,
        is necessary to avoid the loss of the Mortgaged Property due to a tax sale
        or
        the foreclosure as a result of a tax lien. If any such payment has not been
        made
        and the Servicer receives notice of a tax lien with respect to the Mortgage
        being imposed, the Servicer shall, within 10 business days of such notice,
        advance or cause to be advanced funds necessary to discharge such lien on
        the
        Mortgaged Property. As part of its servicing duties, the Servicer or
        Sub-Servicers shall pay to the Mortgagors interest on funds in the Servicing
        Accounts, to the extent required by law and, to the extent that interest
        earned
        on funds in the Servicing Accounts is insufficient, to pay such interest
        from
        its or their own funds, without any reimbursement therefor. The Servicer
        may pay
        to itself any excess interest on funds in the Servicing Accounts, to the
        extent
        such action is in conformity with the Servicing Standard, is permitted by
        law
        and such amounts are not required to be paid to Mortgagors or used for any
        of
        the other purposes set forth above.

       

      	SECTION
              3.10.  	
              Collection
                Account and Distribution Account.

            


       

      (a)  On
        behalf
        of the Trust Fund, the Servicer shall establish and maintain, or cause to
        be
        established and maintained, one or more accounts (such account or accounts,
        the
“Collection Account”), held in trust for the benefit of the Trustee and the
        Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
        or
        cause to be deposited in the clearing account in which it customarily deposits
        payments and collections on mortgage loans in connection with its mortgage
        loan
        servicing activities on a daily basis, and in no event more than one Business
        Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
        Collection Account, in no event more than two Business Days after the Servicer’s
        receipt thereof, as and when received or as otherwise required hereunder,
        the
        following payments and collections received or made by it subsequent to the
        Cut-off Date (other than in respect of principal or interest on the Mortgage
        Loans due on or before the Cut-off Date) or payments (other than Principal
        Prepayments) received by it on or prior to the Cut-off Date but allocable
        to a
        Due Period subsequent thereto:

       

      (i)  all
        payments on account of principal, including Principal Prepayments (but not
        Prepayment Charges), on the Mortgage Loans;

       

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

       

      (iii)  all
        Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
        proceeds (other than proceeds collected in respect of any particular REO
        Property and amounts paid in connection with a purchase of Mortgage Loans
        and
        REO Properties pursuant to Section 10.01);

       

      (iv)  any
        amounts required to be deposited pursuant to Section 3.12 in connection with
        any
        losses realized on Permitted Investments with respect to funds held in the
        Collection Account;

       

      (v)  any
        amounts required to be deposited by the Servicer pursuant to the second
        paragraph of Section 3.14(a) in respect of any blanket policy
        deductibles;

       

      (vi)  all
        proceeds of any Mortgage Loan repurchased or purchased in accordance with
        Section 2.03 or Section 10.01;

       

      (vii)  all
        amounts required to be deposited in connection with Substitution Adjustments
        pursuant to Section 2.03;

       

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

       

      (ix)  [reserved].

       

      The
        foregoing requirements for deposit in the Collection Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of Servicing Fees, late payment charges,
        assumption fees, insufficient funds charges and ancillary income (other than
        Prepayment Charges) need not be deposited by the Servicer in the Collection
        Account and may be retained by the Servicer as additional compensation. In
        the
        event the Servicer shall deposit in the Collection Account any amount not
        required to be deposited therein, it may at any time withdraw such amount
        from
        the Collection Account, any provision herein to the contrary
        notwithstanding.

       

      (b)  On
        behalf
        of the Trust Fund, the Trustee shall establish and maintain one or more accounts
        (such account or accounts, the “Distribution Account”), held in trust for the
        benefit of the Trustee and the Certificateholders. On behalf of the Trust
        Fund,
        the Servicer shall deliver to the Trustee in immediately available funds
        for
        deposit in the Distribution Account on or before 1:00 p.m. New York time
        (i) on
        the Servicer Remittance Date, that portion of the Available Funds (calculated
        without regard to the references in the definition thereof to amounts that
        may
        be withdrawn from the Distribution Account) for the related Distribution
        Date
        then on deposit in the Collection Account, the amount of all Prepayment Charges
        collected during the applicable Prepayment Period by the Servicer and Servicer
        Prepayment Charge Payment Amounts in connection with the Principal Prepayment
        of
        any of the Mortgage Loans then on deposit in the Collection Account for
        the
        related Distribution Date, then on deposit in the Collection Account
and
        the
        amount of any funds reimbursable to an Advancing Person pursuant to Section
        3.29, and (ii) on each Business Day as of the commencement of which the balance
        on deposit in the Collection Account exceeds $75,000 following any withdrawals
        pursuant to the next succeeding sentence, the amount of such excess, but
        only if
        the Collection Account constitutes an Eligible Account solely pursuant to
        clause
        (ii) of the definition of “Eligible Account.” If the balance on deposit in the
        Collection Account exceeds $75,000 as of the commencement of business on
        any
        Business Day and the Collection Account constitutes an Eligible Account solely
        pursuant to clause (ii) of the definition of “Eligible Account,” the Servicer
        shall, on or before 1:00 p.m. New York time on such Business Day, withdraw
        from
        the Collection Account any and all amounts payable or reimbursable to the
        Servicer, the Trustee, the Originator or any Sub-Servicer pursuant to Section
        3.11 and shall pay such amounts to the Persons entitled thereto.

       

      (c)  Funds
        in
        the Collection Account and the Distribution Account may be invested in Permitted
        Investments in accordance with the provisions set forth in Section 3.12.
        The
        Servicer shall give notice to the NIMS Insurer and the Trustee of the location
        of the Collection Account maintained by it when established and prior to
        any
        change thereof. The Trustee shall give notice to the NIMS Insurer, the Servicer
        and the Depositor of the location of the Distribution Account when established
        and prior to any change thereof.

       

      (d)  Funds
        held in the Collection Account at any time may be delivered by the Servicer
        to
        the Trustee for deposit in an account (which may be the Distribution Account
        and
        must satisfy the standards for the Distribution Account as set forth in the
        definition thereof) and for all purposes of this Agreement shall be deemed
        to be
        a part of the Collection Account; provided,
        however,
        that
        the Trustee shall have the sole authority to withdraw any funds held pursuant
        to
        this subsection (d). In the event the Servicer shall deliver to the Trustee
        for
        deposit in the Distribution Account any amount not required to be deposited
        therein, it may at any time request that the Trustee withdraw such amount
        from
        the Distribution Account and remit to it any such amount, any provision herein
        to the contrary notwithstanding. In addition, the Servicer, with respect
        to
        items (i) through (iv) below, shall deliver to the Trustee from time to time
        for
        deposit, and the Trustee, with respect to items (i) through (iv) below, shall
        so
        deposit, in the Distribution Account:

       

      (i)  any
        Advances, as required pursuant to Section 4.04;

       

      (ii)  any
        amounts required to be deposited pursuant to Section 3.23(d) or (f) in
        connection with any REO Property;

       

      (iii)  any
        amounts to be paid in connection with a purchase of Mortgage Loans and REO
        Properties pursuant to Section 10.01;

       

      (iv)  any
        Compensating Interest to be deposited pursuant to Section 3.24 in connection
        with any Prepayment Interest Shortfall; and

       

      (v)  any
        amounts required to be paid to the Trustee pursuant to the Agreement, including,
        but not limited to Section 3.06, Section 3.26 and Section 7.02.

       

      (e)  [Reserved].

       

      (f)  The
        Servicer shall deposit in the Collection Account any amounts required to
        be
        deposited pursuant to Section 3.12(b) in connection with losses realized
        on
        Permitted Investments with respect to funds held in the Collection
        Account.

       

      	SECTION
              3.11.  	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


       

      (a)  The
        Servicer shall, from time to time, make withdrawals from the Collection Account
        for any of the following purposes or as described in Section 4.04:

       

      (i)  to
        remit
        to the Trustee for deposit in the Distribution Account the amounts required
        to
        be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
        pursuant to the first sentence of Section 3.10(d);

       

      (ii)  subject
        to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
        to the extent of amounts received which represent Late Collections (net of
        the
        related Servicing Fees) of Monthly Payments or Liquidation Proceeds and
        Insurance Proceeds on Mortgage Loans with respect to which such Advances
        were
        made in accordance with the provisions of Section 4.04; (b) any unreimbursed
        Advances with respect to the final liquidation of a Mortgage Loan that are
        Nonrecoverable Advances, but only to the extent that Late Collections,
        including, Liquidation Proceeds and Insurance Proceeds received with respect
        to
        such Mortgage Loan are insufficient to reimburse the Servicer for such
        unreimbursed Advances; or (c) subject to Section 4.04(b), any unreimbursed
        Advances to the extent of funds held in the Collection Account for future
        distribution that were not included in Available Funds for the preceding
        Distribution Date;

       

      (iii)  subject
        to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
        Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
        Mortgage Loan, but only to the extent of any Late Collections, including,
        Liquidation Proceeds, Insurance Proceeds and condemnation proceeds received
        with
        respect to such Mortgage Loan, and (c) any Servicing Advances with respect
        to
        the final liquidation of a Mortgage Loan that are Nonrecoverable Advances,
        but
        only to the extent that Late Collections, including, Liquidation Proceeds
        and
        Insurance Proceeds received with respect to such Mortgage Loan are insufficient
        to reimburse the Servicer or any Sub-Servicer for Servicing
        Advances;

       

      (iv)  to
        pay to
        the Servicer as servicing compensation (in addition to the Servicing Fee)
        on the
        Servicer Remittance Date any interest or investment income earned on funds
        deposited in the Collection Account;

       

      (v)  to
        pay to
        the Originator, with respect to each Mortgage Loan that has previously been
        purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts
        received thereon subsequent to the date of purchase or substitution, as the
        case
        may be;

       

      (vi)  to
        reimburse the Servicer for any Advance or Servicing Advance previously made
        which the Servicer has determined to be a Nonrecoverable Advance in accordance
        with the provisions of Section 4.04;

       

      (vii)  to
        pay,
        or to reimburse the Servicer for Servicing Advances in respect of, expenses
        incurred in connection with any Mortgage Loan pursuant to Section
        3.16(b);

       

      (viii)  to
        reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
        pursuant to Section 6.03;

       

      (ix)  to
        reimburse the NIMS Insurer, the Servicer (if the Servicer is not an Affiliate
        of
        the Originator) or the Trustee, as the case may be, for enforcement expenses
        reasonably incurred in respect of the breach or defect giving rise to the
        purchase obligation under Section 2.03 of this Agreement that were included
        in
        the Purchase Price of the Mortgage Loan, including any expenses arising out
        of
        the enforcement of the purchase obligation;

       

      (x)  to
        pay
        itself any Prepayment Interest Excess; 

       

      (xi)  to
        clear
        and terminate the Collection Account pursuant to Section 10.01.

       

      The
        foregoing requirements for withdrawal from the Collection Account shall be
        exclusive. In the event the Servicer shall deposit in the Collection Account
        any
        amount not required to be deposited therein, it may at any time withdraw
        such
        amount from the Collection Account, any provision herein to the contrary
        notwithstanding.

       

      The
        Servicer shall keep and maintain separate accounting, on a Mortgage Loan
        by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Collection Account, to the extent held by or on behalf of it, pursuant to
        subclauses (ii), (iii), (v), (vi), (ix) and (x) above. The Servicer shall
        provide written notification to the NIMS Insurer and the Trustee, on or prior
        to
        the next succeeding Servicer Remittance Date, upon making any withdrawals
        from
        the Collection Account pursuant to subclause (vi) above; provided
        that an
        Officers’ Certificate in the form described under Section 4.04(d) shall suffice
        for such written notification to the Trustee in respect hereof.

       

      (b)  The
        Trustee shall, from time to time, make withdrawals from the Distribution
        Account, for any of the following purposes, without priority:

       

      (i)  to
        make
        distributions to the Swap Account in accordance with Section 4.08;

       

      (ii)  to
        make
        distributions in accordance with Section 4.01;

       

      (iii)  to
        pay
        itself the Trustee Fee and any other amounts owed to it pursuant to Section
        8.05;

       

      (iv)  to
        pay
        any amounts in respect of taxes pursuant to Section 9.01(g);

       

      (v)  to
        clear
        and terminate the Distribution Account pursuant to Section 10.01;

       

      (vi)  to
        pay
        any amounts required to be paid to the Trustee pursuant to this Agreement,
        including but not limited to funds required to be paid pursuant to Section
        3.06
        and Section 7.02;

       

      (vii)  to
        pay to
        the Trustee, any interest or investment income earned on funds deposited
        in the
        Distribution Account; and

       

      (viii)  to
        pay to
        an Advancing Person reimbursements for Advances and/or Servicing Advances
        pursuant to Section 3.29.

       

      	SECTION
              3.12.  	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            


       

      (a)  The
        Servicer may direct any depository institution maintaining the Collection
        Account to invest the funds on deposit in such accounts, and the Trustee
        may
        invest the funds on deposit in the Distribution Account (each such account,
        for
        the purposes of this Section 3.12 an “Investment Account”). All investments
        pursuant to this Section 3.12 shall be in one or more Permitted Investments
        bearing interest or sold at a discount, and maturing, unless payable on demand,
        (i) no later than the Business Day immediately preceding the date on which
        such
        funds are required to be withdrawn from such account pursuant to this Agreement,
        if a Person other than the Trustee is the obligor thereon or if such investment
        is managed or advised by a Person other than the Trustee or an Affiliate
        of the
        Trustee, and (ii) no later than the date on which such funds are required
        to be
        withdrawn from such account pursuant to this Agreement, if the Trustee is
        the
        obligor thereon or if such investment is managed or advised by the Trustee
        or
        any Affiliate. All such Permitted Investments shall be held to maturity,
        unless
        payable on demand. Any investment of funds in an Investment Account shall
        be
        made in the name of the Trustee (in its capacity as such), or in the name
        of a
        nominee of the Trustee. The Trustee shall be entitled to sole possession
        (except
        with respect to investment direction of funds held in the Collection Account
        and
        any income and gain realized thereon) over each such investment, and any
        certificate or other instrument evidencing any such investment shall be
        delivered directly to the Trustee or its agent, together with any document
        of
        transfer necessary to transfer title to such investment to the Trustee or
        its
        nominee. In the event amounts on deposit in an Investment Account are at
        any
        time invested in a Permitted Investment payable on demand, the Trustee
        shall:

       

      
        	 	
                (x)

              	
                consistent
                  with any notice required to be given thereunder, demand that payment
                  thereon be made on the last day such Permitted Investment may otherwise
                  mature hereunder in an amount equal to the lesser of (1) all amounts
                  then
                  payable thereunder and (2) the amount required to be withdrawn
                  on such
                  date; and

              


      

       

      
        	 	
                (y)

              	
                demand
                  payment of all amounts due thereunder promptly upon determination
                  by a
                  Responsible Officer of the Trustee that such Permitted Investment
                  would
                  not constitute a Permitted Investment in respect of funds thereafter
                  on
                  deposit in the Investment Account.

              


      

       

      (b)  All
        income and gain realized from the investment of funds deposited in the
        Collection Account and any REO Account held by or on behalf of the Servicer
        shall be for the benefit of the Servicer and shall be subject to its withdrawal
        in accordance with Section 3.11 or Section 3.23, as applicable. The Servicer
        shall deposit in the Collection Account or any REO Account, as applicable,
        the
        amount of any loss of principal incurred in respect of any such Permitted
        Investment made with funds in such account immediately upon realization of
        such
        loss.

       

      (c)  All
        income and gain realized from the investment of funds deposited in the
        Distribution Account shall be for the benefit of the Trustee. The Trustee
        shall
        deposit in the Distribution Account the amount of any loss of principal incurred
        in respect of any such Permitted Investment made with funds in such accounts
        immediately upon realization of such loss.

       

      (d)  Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Permitted Investment, or if a default occurs
        in any other performance required under any Permitted Investment, the Trustee
        may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
        of the
        NIMS Insurer or the Holders of Certificates representing more than 50% of
        the
        Voting Rights allocated to any Class of Certificates, shall take such action
        as
        may be appropriate to enforce such payment or performance, including the
        institution and prosecution of appropriate proceedings.

       

      	SECTION
              3.13.  	
              Rights
                of the Class C Certificateholder.

            


       

      (a)  Notwithstanding
        anything to the contrary contained in this Agreement, (i) the majority Holder
        of
        the Class C Certificates (as long as such majority Holder is not the Servicer
        or
        an Affiliate of the Servicer or if the Class C Certificates are secured by
        an
        Indenture, as long as the Servicer or an Affiliate of the Servicer is not
        the
        majority equity holder in such transaction) shall have the right, at its
        sole
        discretion, to direct the Trustee to appoint a qualified successor servicer
        who
        will act as successor in all respects to the Servicer in the event of a Servicer
        Event of Termination pursuant to Article VII and (ii) the majority Holder
        of the
        Class C Certificates (as long as such majority Holder is not the Servicer
        or an
        Affiliate of the Servicer or if the Class C Certificates are secured by an
        Indenture, as long as the Servicer or an Affiliate of the Servicer is not
        the
        majority equity holder in such transaction) shall have the right to direct
        the
        Servicer to transfer the servicing of any Mortgage Loans Delinquent 120 days
        or
        more to a special servicer in the event of a Special Servicer Trigger Event,
        for
        so long as the appointment of such special servicer shall not cause a downgrade
        or withdrawal of the ratings on the Class A and Mezzanine Certificates. A
        special servicer shall be entitled to the Servicing Fee for the Mortgage
        Loans
        serviced by it and any excess fees due to such special servicer shall be
        paid by
        the majority Holder of the Class C Certificates.

       

      A
        Special
        Servicer Trigger Event (“Special Servicer Trigger Event”) shall be in effect
        with respect to any Distribution Date if:

       

      (a)
        the
        Servicer’s primary servicer rating for the servicing of residential mortgage
        loans is reduced by more than one full level or withdrawn, in each case by
        at
        least two of the Rating Agencies; or

       

      (b)
        the
        Delinquency Percentage exceeds 30.00%;
        or

       

      (c)
        the
        aggregate amount of Realized Losses incurred since the Cut-off Date through
        the
        last day of the related Due Period (after reduction for all Subsequent
        Recoveries received from the Cut-off Date through the Prepayment Period)
        divided
        by the aggregate Cut-off Date Principal Balance exceeds 4.00% with respect
        to
        such Distribution Date.

       

      	SECTION
              3.14.  	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            


       

      (a)  The
        Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
        with extended coverage on the Mortgaged Property in an amount which is at
        least
        equal to the lesser of (i) the current Principal Balance of such Mortgage
        Loan
        and (ii) the amount necessary to fully compensate for any damage or loss
        to the
        improvements that are a part of such property on a replacement cost basis,
        in
        each case in an amount not less than such amount as is necessary to avoid
        the
        application of any coinsurance clause contained in the related hazard insurance
        policy. The Servicer shall also cause to be maintained hazard insurance with
        extended coverage on each REO Property in an amount which is at least equal
        to
        the lesser of (i) the maximum insurable value of the improvements which are
        a
        part of such property and (ii) the outstanding Principal Balance of the related
        Mortgage Loan at the time it became an REO Property. The Servicer will comply
        in
        the performance of this Agreement with all reasonable rules and requirements
        of
        each insurer under any such hazard policies. Any amounts to be collected
        by the
        Servicer under any such policies (other than amounts to be applied to the
        restoration or repair of the property subject to the related Mortgage or
        amounts
        to be released to the Mortgagor in accordance with the procedures that the
        Servicer would follow in servicing loans held for its own account, subject
        to
        the terms and conditions of the related Mortgage and Mortgage Note) shall
        be
        deposited in the Collection Account, subject to withdrawal pursuant to Section
        3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
        to withdrawal pursuant to Section 3.23, if received in respect of an REO
        Property. Any cost incurred by the Servicer in maintaining any such insurance
        shall not, for the purpose of calculating distributions to Certificateholders,
        be added to the unpaid Principal Balance of the related Mortgage Loan,
        notwithstanding that the terms of such Mortgage Loan so permit. It is understood
        and agreed that no earthquake or other additional insurance is to be required
        of
        any Mortgagor other than pursuant to such applicable laws and regulations
        as
        shall at any time be in force and as shall require such additional insurance.
        If
        the Mortgaged Property or REO Property is at any time in an area identified
        in
        the Federal Register by the Federal Emergency Management Agency as having
        special flood hazards and flood insurance has been made available, the Servicer
        will cause to be maintained a flood insurance policy in respect thereof.
        Such
        flood insurance shall be in an amount equal to the lesser of (i) the unpaid
        Principal Balance of the related Mortgage Loan and (ii) the maximum amount
        of
        such insurance available for the related Mortgaged Property under the national
        flood insurance program (assuming that the area in which such Mortgaged Property
        is located is participating in such program).

       

      In
        the
        event that the Servicer shall obtain and maintain a blanket policy with an
        insurer having a General Policy Rating of B:III or better in Best’s Key Rating
        Guide (or such other rating that is comparable to such rating) insuring against
        hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
        to
        have satisfied its obligations as set forth in the first two sentences of
        this
        Section 3.14, it being understood and agreed that such policy may contain
        a
        deductible clause, in which case the Servicer shall, in the event that there
        shall not have been maintained on the related Mortgaged Property or REO Property
        a policy complying with the first two sentences of this Section 3.14, and
        there
        shall have been one or more losses which would have been covered by such
        policy,
        deposit to the Collection Account from its own funds the amount not otherwise
        payable under the blanket policy because of such deductible clause. In
        connection with its activities as administrator and servicer of the Mortgage
        Loans, the Servicer agrees to prepare and present, on behalf of itself, the
        Trustee and Certificateholders, claims under any such blanket policy in a
        timely
        fashion in accordance with the terms of such policy.

       

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

       

      	SECTION
              3.15.  	
              Enforcement
                of Due-On-Sale Clauses; Assumption
                Agreements.

            


       

      The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided,
        however,
        that
        the Servicer shall not be required to take such action if in its sole business
        judgment the Servicer believes it is not in the best interests of the Trust
        Fund
        and shall not exercise any such rights if prohibited by law from doing so.
        If
        the Servicer reasonably believes it is unable under applicable law to enforce
        such “due-on-sale” clause, or if any of the other conditions set forth in the
        proviso to the preceding sentence apply, the Servicer will enter into an
        assumption and modification agreement from or with the person to whom such
        property has been conveyed or is proposed to be conveyed, pursuant to which
        such
        person becomes liable under the Mortgage Note and, to the extent permitted
        by
        applicable state law, the Mortgagor remains liable thereon. The Servicer
        is also
        authorized to enter into a substitution of liability agreement with such
        person,
        pursuant to which the original Mortgagor is released from liability and such
        person is substituted as the Mortgagor and becomes liable under the Mortgage
        Note, provided that no such substitution shall be effective unless such person
        satisfies the underwriting criteria of the Servicer and has a credit risk
        rating
        at least equal to that of the original Mortgagor. In connection with any
        assumption or substitution, the Servicer shall apply such underwriting standards
        and follow such practices and procedures as shall be normal and usual in
        its
        general mortgage servicing activities and as it applies to other mortgage
        loans
        owned solely by it. The Servicer shall not take or enter into any assumption
        and
        modification agreement, however, unless (to the extent practicable in the
        circumstances) it shall have received confirmation, in writing, of the continued
        effectiveness of any applicable hazard insurance policy. Any fee collected
        by
        the Servicer in respect of an assumption, modification or substitution of
        liability agreement shall be retained by the Servicer as additional servicing
        compensation. In connection with any such assumption, no material term of
        the
        Mortgage Note (including but not limited to the related Mortgage Rate and
        the
        amount of the Monthly Payment) may be amended or modified, except as otherwise
        required pursuant to the terms thereof. The Servicer shall notify the Trustee
        that any such substitution, modification or assumption agreement has been
        completed by forwarding to the Trustee the executed original of such
        substitution, modification or assumption agreement, which document shall
        be
        added to the related Mortgage File and shall, for all purposes, be considered
        a
        part of such Mortgage File to the same extent as all other documents and
        instruments constituting a part thereof.

       

      Notwithstanding
        the foregoing paragraph or any other provision of this Agreement, the Servicer
        shall not be deemed to be in default, breach or any other violation of its
        obligations hereunder by reason of any assumption of a Mortgage Loan by
        operation of law or by the terms of the Mortgage Note or any assumption which
        the Servicer may be restricted by law from preventing, for any reason whatever.
        For purposes of this Section 3.15, the term “assumption” is deemed to also
        include a sale (of the Mortgaged Property) subject to the Mortgage that is
        not
        accompanied by an assumption or substitution of liability
        agreement.

       

      	SECTION
              3.16.  	
              Realization
                Upon Defaulted Mortgage Loans.

            


       

      (a)  The
        Servicer shall use its best efforts, in as practical a time frame as possible
        and consistent with Servicing Standard, to foreclose upon or otherwise
        comparably convert the ownership of properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments pursuant to
        Section 3.07. The Servicer shall be responsible for all costs and expenses
        incurred by it in any such proceedings; provided,
        however,
        that
        such costs and expenses will be recoverable as Servicing Advances by the
        Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing
        is
        subject to the provision that, in any case in which a Mortgaged Property
        shall
        have suffered damage from an Uninsured Cause, the Servicer shall not be required
        to expend its own funds toward the restoration of such property unless it
        shall
        determine in its discretion that such restoration will increase the proceeds
        of
        liquidation of the related Mortgage Loan after reimbursement to itself for
        such
        expenses.

       

      (b)  Notwithstanding
        the foregoing provisions of this Section 3.16 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Servicer has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Servicer shall
        not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise, or (ii)
        otherwise acquire possession of, or take any other action with respect to,
        such
        Mortgaged Property, if, as a result of any such action, the Trustee, the
        Trust
        Fund or the Certificateholders would be considered to hold title to, to be
        a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Servicer has also previously determined,
        based
        on its reasonable judgment and a report prepared by a Person who regularly
        conducts environmental audits using customary industry standards,
        that:

       

      (1) such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Trust Fund to
        take
        such actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

      (2) there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Trust Fund to take such actions with respect to
        the
        affected Mortgaged Property.

       

      Notwithstanding
        the foregoing, if such environmental audit reveals, or if the Servicer has
        actual knowledge or notice, that such Mortgaged Property contains such wastes
        or
        substances, the Servicer shall not foreclose or accept a deed in lieu of
        foreclosure without the prior written consent of the NIMS Insurer.

       

      The
        cost
        of the environmental audit report contemplated by this Section 3.16 shall
        be
        advanced by the Servicer, subject to the Servicer’s right to be reimbursed
        therefor from the Collection Account as provided in Section 3.11(a)(vii),
        such
        right of reimbursement being prior to the rights of Certificateholders to
        receive any amount in the Collection Account received in respect of the affected
        Mortgage Loan or other Mortgage Loans.

       

      If
        the
        Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property into compliance with applicable environmental laws,
        or
        to take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Servicer shall
        take
        such action as it deems to be in the best economic interest of the Trust
        Fund;
provided
        that any
        amounts disbursed by the Servicer pursuant to this Section 3.16(b) shall
        constitute Servicing Advances, subject to Section 4.04(d). The cost of any
        such
        compliance, containment, cleanup or remediation shall be advanced by the
        Servicer, subject to the Servicer’s right to be reimbursed therefor from the
        Collection Account as provided in Section 3.11(a)(iii) and (a)(vii), such
        right
        of reimbursement being prior to the rights of Certificateholders to receive
        any
        amount in the Collection Account received in respect of the affected Mortgage
        Loan or other Mortgage Loans.

       

      (c)  (i)The
        NIMS
        Insurer may, at its option, purchase a Mortgage Loan which has become 90
        or more
        days delinquent or for which the Servicer has accepted a deed in lieu of
        foreclosure. Prior to purchase pursuant to this Section 3.16(c)(i), the Servicer
        shall be required to continue to make Advances pursuant to Section 4.04.
        The
        NIMS Insurer shall not use any procedure in selecting Mortgage Loans to be
        repurchased which is materially adverse to the interests of the
        Certificateholders. The NIMS Insurer shall purchase such delinquent Mortgage
        Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
        purchase of a Mortgage Loan pursuant to this Section 3.16(c)(i) shall be
        accomplished by remittance to the Servicer for deposit in the Collection
        Account
        of the amount of the Purchase Price. The Trustee shall immediately effectuate
        the conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the
        extent necessary, including the prompt delivery of all documentation to the
        NIMS
        Insurer.

       

      (ii)  If
        the
        Servicer Optional Purchase Delinquency Trigger has been met, the Servicer
        may,
        at its option, purchase a Mortgage Loan which has become 90 or more days
        delinquent or for which the Servicer has accepted a deed in lieu of foreclosure.
        Prior to purchase pursuant to this Section 3.16(c)(ii), the Servicer shall
        be
        required to continue to make Advances pursuant to Section 4.04. The Servicer
        shall purchase such delinquent Mortgage Loan at a price equal to the Purchase
        Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant
        to
        this Section 3.16(c)(ii) shall be accomplished by deposit in the Collection
        Account of the amount of the Purchase Price. The Trustee shall immediately
        effectuate the conveyance of such delinquent Mortgage Loan to the Servicer
        to
        the extent necessary, including the prompt delivery of all documentation
        to the
        Servicer.

       

      Notwithstanding
        the foregoing: (A) the Servicer shall have the option to purchase pursuant
        to
        this Section 3.16(c)(ii) only such delinquent Mortgage Loans having an aggregate
        Stated Principal Balance such that, if such delinquent Mortgage Loans were
        not
        in the Trust, the Servicer Optional Purchase Delinquency Trigger would not
        be
        met; (B) if the Servicer purchases any delinquent Mortgage Loans pursuant
        to
        this Section 3.16(c)(ii), it must purchase Mortgage Loans that are delinquent
        the greatest number of days before it may purchase any that are delinquent
        any
        fewer number of days; (C) if the Servicer purchases some but not all Mortgage
        Loans that are delinquent any given number of days, it must purchase Mortgage
        Loans having the same delinquency status in the order of lowest Stated Principal
        Balance to highest Stated Principal Balance; (D) the Servicer may at any
        time
        relinquish its rights to purchase delinquent Mortgage Loans pursuant to this
        Section 3.16(C)(ii) in writing delivered to the Trustee, and from and after
        the
        taking of such action by the Servicer, the provisions of this Section
        3.16(c)(ii) shall no longer be of any force or effect.

       

      (d)  Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds, Liquidation
        Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will
        be
        applied in the following order of priority: first,
        to
        unpaid Servicing Fees; second,
        to
        reimburse the Servicer or any Sub-Servicer for any related unreimbursed
        Servicing Advances pursuant to Section 3.11(a)(iii) and Advances pursuant
        to
        Section 3.11(a)(ii); third,
        to
        accrued and unpaid interest on the Mortgage Loan, to the date of the Final
        Recovery Determination, or to the Due Date prior to the Distribution Date
        on
        which such amounts are to be distributed if not in connection with a Final
        Recovery Determination; and fourth,
        as a
        recovery of principal of the Mortgage Loan. The portion of the recovery so
        allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or
        any
        Sub-Servicer pursuant to Section 3.11(a)(iii).

       

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

            


       

      (a)  Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Servicer of a
        notification that payment in full shall be escrowed in a manner customary
        for
        such purposes, the Servicer shall deliver to the Trustee, in written (with
        two
        executed copies) or electronic format, a Request for Release in the form
        of
        Exhibit E (which certification shall include a statement to the effect that
        all
        amounts received or to be received in connection with such payment which
        are
        required to be deposited in the Collection Account pursuant to Section 3.10
        have
        been or will be so deposited) signed by a Servicing Officer (or in a mutually
        agreeable electronic format that will, in lieu of a signature on its face,
        originate from a Servicing Officer) and shall request delivery to it of the
        Mortgage File. Upon receipt of such certification and request, the Trustee
        shall, within three Business Days, release and send by overnight mail, at
        the
        expense of the Servicer, the related Mortgage File to the Servicer. The Trustee
        agrees to indemnify the Servicer, out of its own funds, for any loss, liability
        or expense (other than special, indirect, punitive or consequential damages
        which will not be paid by the Trustee) incurred by the Servicer as a proximate
        result of the Trustee’s breach of its obligations pursuant to this Section 3.17.
        No expenses incurred in connection with any instrument of satisfaction or
        deed
        of reconveyance shall be chargeable to the Collection Account or the
        Distribution Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, the Trustee shall, upon any request made
        by or
        on behalf of the Servicer and delivery to the Trustee, in written (with two
        executed copies) or electronic format, of a Request for Release in the form
        of
        Exhibit E signed by a Servicing Officer (or in a mutually agreeable electronic
        format that will, in lieu of a signature on its face, originate from a Servicing
        Officer), release the related Mortgage File to the Servicer within three
        Business Days, and the Trustee shall, at the direction of the Servicer, execute
        such documents as shall be necessary to the prosecution of any such proceedings.
        Such Request for Release shall obligate the Servicer to return each and every
        document previously requested from the Mortgage File to the Trustee when
        the
        need therefor by the Servicer no longer exists, unless the Mortgage Loan
        has
        been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
        have
        been deposited in the Collection Account or the Mortgage File or such document
        has been delivered to an attorney, or to a public trustee or other public
        official as required by law, for purposes of initiating or pursuing legal
        action
        or other proceedings for the foreclosure of the Mortgaged Property either
        judicially or non-judicially, and the Servicer has delivered, or caused to
        be
        delivered, to the Trustee an additional Request for Release certifying as
        to
        such liquidation or action or proceedings. Upon the request of the Trustee,
        the
        Servicer shall provide notice to the Trustee of the name and address of the
        Person to which such Mortgage File or such document was delivered and the
        purpose or purposes of such delivery. Upon receipt of a Request for Release,
        in
        written (with two executed copies) or electronic format, from a Servicing
        Officer stating that such Mortgage Loan was liquidated and that all amounts
        received or to be received in connection with such liquidation that are required
        to be deposited into the Collection Account have been so deposited, or that
        such
        Mortgage Loan has become an REO Property, such Mortgage Loan shall be released
        by the Trustee to the Servicer or its designee.

       

      (c)  Upon
        written certification of a Servicing Officer, the Trustee shall execute and
        deliver to the Servicer or the Sub-Servicer, as the case may be, copies of,
        any
        court pleadings, requests for trustee’s sale or other documents necessary to the
        foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
        action brought to obtain judgment against any Mortgagor on the Mortgage Note
        or
        Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
        or
        rights provided by the Mortgage Note or Mortgage or otherwise available at
        law
        or in equity. Each such certification shall include a request that such
        pleadings or documents be executed by the Trustee and a statement as to the
        reason such documents or pleadings are required and that the execution and
        delivery thereof by the Trustee will not invalidate or otherwise affect the
        lien
        of the Mortgage, except for the termination of such a lien upon completion
        of
        the foreclosure or trustee’s sale.

       

      	SECTION
              3.18.  	
              Servicing
                Compensation.

            


       

      As
        compensation for the activities of the Servicer hereunder, the Servicer shall
        be
        entitled to the Servicing Fee with respect to each Mortgage Loan payable
        solely
        from payments of interest in respect of such Mortgage Loan, subject to Section
        3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
        Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
        to
        the extent permitted by Section 3.11(a)(iii) and out of amounts derived from
        the
        operation and sale of an REO Property to the extent permitted by Section
        3.23.
        Except as provided in Section 3.29, the right to receive the Servicing Fee
        may
        not be transferred in whole or in part except in connection with the transfer
        of
        all of the Servicer’s responsibilities and obligations under this Agreement;
provided,
        however,
        that
        the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
        pursuant to a Sub-Servicing Agreement entered into under Section
        3.02.

       

      Additional
        servicing compensation in the form of assumption fees, late payment charges,
        insufficient funds charges, ancillary income or otherwise (other than Prepayment
        Charges) shall be retained by the Servicer only to the extent such fees or
        charges are received by the Servicer. The Servicer shall also be entitled
        pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and
        pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
        servicing compensation, interest or other income earned on deposits therein,
        subject to Section 3.12 and Section 3.24. The Servicer shall be required
        to pay
        all expenses incurred by it in connection with its servicing activities
        hereunder (including premiums for the insurance required by Section 3.14,
        to the
        extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer
        and servicing compensation of each Sub-Servicer) and shall not be entitled
        to
        reimbursement therefor except as specifically provided herein.

       

      The
        Servicer shall be entitled to any Prepayment Interest Excess, which it may
        withdraw from the Collection Account pursuant to Section
        3.11(a)(ix).

       

      	SECTION
              3.19.  	
              Reports
                to the Trustee; Collection Account
                Statements.

            


       

      Not
        later
        than ten days after each Distribution Date, the Servicer shall forward to
        the
        NIMS Insurer and, upon request, to the Trustee and the Depositor the most
        current available bank statement for the Collection Account. Copies of such
        statement shall be provided by the Trustee to any Certificateholder and to
        any
        Person identified to the Trustee as a prospective transferee of a Certificate,
        upon request at the expense of the requesting party, provided such statement
        is
        delivered by the Servicer to the Trustee.

       

      	SECTION
              3.20.  	
              Statement
                as to Compliance.

            


       

      Each
        of
        the Servicer and the Trustee shall deliver (or otherwise make available if
        notice of such other means of delivery is provided) to the Depositor and
        the
        Trustee, not later than March 15th
        of each
        calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
        of Compliance”) stating, as to each signatory thereof, that (i) a review of the
        activities of such party during the preceding calendar year and of performance
        under this Agreement or other applicable servicing agreement has been made
        under
        such officers’ supervision and (ii) to the best of such officers’ knowledge,
        based on such review, such party has fulfilled all of its obligations under
        this
        Agreement or other applicable servicing agreement in all material respects
        throughout such year, 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 of cure provisions thereof. Each such Annual
        Statement of Compliance shall contain no restrictions or limitations on its
        use.


       

      The
        Servicer and the Trustee shall deliver a similar Annual Statement of Compliance
        by any Sub-Servicer, subcontractor or other Person engaged by it and satisfying
        any of the criteria set forth in Item 1108(a)(2)(i) - (iii) of Regulation
        AB
        with respect to the Mortgage Loans, to the Trustee as described above as
        and
        when required with respect to the Servicer.

       

      In
        the
        event the Servicer or the Trustee is terminated or resigns pursuant to the
        terms
        of this Agreement, such party shall provide, and shall use its reasonable
        efforts to cause any Sub-Servicer, subcontractor or other Person engaged
        by it
        and satisfying any of the criteria set forth in Item 1108(a)(2)(i) - (iii)
        of
        Regulation AB with respect to the Mortgage Loans that resigns or is terminated
        under any applicable agreement to provide, an Annual Statement of Compliance
        pursuant to this Section 3.20 with respect to the period of time that such
        party
        was subject to this Agreement or such other agreement, as applicable.


       

      For
        so
        long as a Form 10-K is required to be filed with respect to the Trust for
        the
        preceding calendar year, failure by the Servicer to timely comply with this
        Section 3.20 shall be deemed a Servicer Event of Termination, and the Trustee
        may (with the consent of the Depositor), in addition to whatever rights the
        Trustee may have under this Agreement and at law or in equity, including
        injunctive relief and specific performance, upon notice immediately terminate
        all the rights and obligations of the Servicer under this Agreement and in
        and
        to the Mortgage Loans and the proceeds thereof without compensating the Servicer
        for the same. This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary.

       

      	SECTION
              3.21.  	
              Assessment
                of Compliance and Attestation Report.

            


       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        the Servicer, the Trustee and the Custodian shall deliver (or otherwise make
        available if notice of such other means of delivery is provided) to the Trustee
        and the Depositor on or before March 15th
        of each
        calendar year beginning in 2008, a report regarding such party’s assessment of
        compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria
        (as set forth in Exhibit S hereto) during the preceding calendar year. As
        set
        forth in Regulation AB, the Assessment of Compliance must contain the
        following:

       

      (a)  A
        statement by such officer of its responsibility for assessing compliance
        with
        the Relevant Servicing Criteria applicable to such party;

       

      (b)  A
        statement by such officer that such officer used the Relevant Servicing
        Criteria, and which will also be attached to the Assessment of Compliance,
        to
        assess compliance with the Relevant Servicing Criteria applicable to such
        party;

       

      (c)  An
        assessment by such officer of such party’s compliance with the applicable
        Relevant Servicing Criteria for the period consisting of the preceding calendar
        year, including disclosure of any material instance of noncompliance with
        respect thereto during such period and a discussion of the nature and status
        of
        each such failure, which assessment shall be based on the activities it performs
        with respect to asset-backed securities transactions taken as a whole involving
        such party, that are backed by the same asset type as the Mortgage
        Loans;

       

      (d)  A
        statement that a registered public accounting firm has issued an attestation
        report on such party’s Assessment of Compliance with the Relevant Servicing
        Criteria for the period consisting of the preceding calendar year;
        and

       

      (e)  A
        statement as to which of the Servicing Criteria, if any, are not applicable
        to
        the Servicer, which statement shall be based on the activities it performs
        with
        respect to asset-backed securities transactions taken as a whole involving
        the
        Servicer, that are backed by the same asset type as the Mortgage
        Loans.

       

      In
        the
        event the Servicer or the Trustee is terminated or resigns pursuant to the
        terms
        of this Agreement, such party shall provide, and each such party shall cause
        each Sub-Servicer and subcontractor engaged by it and determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB that resigns or is terminated under any applicable agreement
        to
        provide, an annual Assessment of Compliance pursuant to this Section 3.21,
        coupled with an attestation as required hereunder with respect to the period
        of
        time that such party was subject to this Agreement or the period of time
        such
        party was subject to such other agreement. 

       

      Such
        report at a minimum shall address each of the Relevant Servicing Criteria
        specified on Exhibit S hereto which are indicated as applicable to the Servicer
        or the Trustee.

       

      On
        or
        before March 15th
        of each
        calendar year beginning in 2008, the Servicer, the Trustee and the Custodian,
        each at its own expense, shall cause a registered public accounting firm
        to
        furnish to the Trustee and the Depositor a report (an “Attestation Report”) by
        such registered public accounting firm that attests to, and reports on, the
        Assessment of Compliance made by such party, as required by Rules 13a-18
        and
        15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
        Report must be made in accordance with standards for attestation reports
        issued
        or adopted by the Public Company Accounting Oversight Board. 

       

      The
        Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor
        engaged by it and determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee
        and
        the Depositor an Assessment of Compliance and Attestation Report as and when
        provided above setting forth the Servicing Criteria addressed in such
        assessment.

       

      Such
        Assessment of Compliance, as to each Sub-Servicer and subcontractor determined
        to be “participating in the servicing function” within the meaning of Item 1122
        of Regulation AB, shall address each of the Servicing Criteria applicable
        to it,
        as specified on Exhibit S hereto. The Trustee shall confirm that the
        assessments, taken individually, address the Servicing Criteria for each
        attesting party as set forth on Exhibit S and notify the Depositor of any
        exceptions. Notwithstanding the foregoing, as to any subcontractor, an
        Assessment of Compliance is not required to be delivered unless it is required
        as part of a Form 10-K with respect to the Trust Fund.

       

      Promptly
        after receipt of each such assessment of compliance and attestation report,
        the
        Trustee shall confirm that each assessment submitted pursuant to this Section
        3.21 is coupled with an attestation meeting the requirements of this Section
        and
        notify the Depositor of any exceptions.

       

      In
        the
        event the Servicer, the Trustee, the Custodian, or any Sub-servicer or
        subcontractor determined to be “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB engaged by any such party, is
        terminated, assigns its rights and duties under, or resigns pursuant to the
        terms of, this Agreement, or any applicable custodial agreement, or
        sub-servicing agreement, as the case may be, such party shall cause a registered
        public accounting firm to provide an attestation pursuant to this Section
        3.21,
        or such other applicable agreement, notwithstanding any such termination,
        assignment or resignation.

       

      For
        so
        long as a Form 10-K is required to be filed with respect to the Trust for
        the
        preceding calendar year, failure of the Servicer to comply with this Section
        3.21 shall be deemed a Servicer Event of Termination, and the Trustee may
        (with
        the consent of the Depositor), in addition to whatever rights the Trustee
        may
        have under this Agreement and at law or in equity, including injunctive relief
        and specific performance,
        give
        notice to Certificateholders that they have ten Business Days to object.
        If no
        such objection is received, the Trustee shall
        immediately terminate all the rights and obligations of the Servicer under
        this
        Agreement and in and to the Mortgage Loans and the proceeds thereof without
        compensating the Servicer for the same. This paragraph shall supersede any
        other
        provision in this Agreement or any other agreement to the contrary.

       

      	SECTION
              3.22.  	
              Access
                to Certain Documentation.

            


       

      The
        Servicer shall provide to the Office of Thrift Supervision, the FDIC, and
        any
        other federal or state banking or insurance regulatory authority that may
        exercise authority over any Certificateholder or Certificate Owner, access
        to
        the documentation regarding the Mortgage Loans required by applicable laws
        and
        regulations. Such access shall be afforded without charge, but only upon
        reasonable request and during normal business hours at the offices of the
        Servicer designated by it. In addition, access to the documentation regarding
        the Mortgage Loans will be provided to any Certificateholder or Certificate
        Owner, the Trustee, the NIMS Insurer and to any Person identified to the
        Servicer as a prospective transferee of a Certificate, upon reasonable request
        during normal business hours at the offices of the Servicer designated by
        it at
        the expense of the Person requesting such access.

       

      	SECTION
              3.23.  	
              Title,
                Management and Disposition of REO
                Property.

            


       

      (a)  The
        deed
        or certificate of sale of any REO Property shall be taken in the name of
        the
        Trustee, or its nominee, in trust for the benefit of the Certificateholders.
        The
        Servicer, on behalf of REMIC 1, shall sell any REO Property as soon as practical
        and in any event no later than the end of the third full taxable year after
        the
        taxable year in which such REMIC acquires ownership of such REO Property
        for
        purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue
        Service, no later than 60 days before the day on which the three-year grace
        period would otherwise expire, an extension of such three-year period, unless
        the Servicer shall have delivered to the Trustee and the NIMS Insurer an
        Opinion
        of Counsel acceptable to the NIMS Insurer and addressed to the Trustee, the
        NIMS
        Insurer and the Depositor, to the effect that the holding by the REMIC of
        such
        REO Property subsequent to three years after its acquisition will not result
        in
        the imposition on the REMIC of taxes on “prohibited transactions” thereof, as
        defined in Section 860F of the Code, or cause any of the REMICs created
        hereunder to fail to qualify as a REMIC under Federal law at any time that
        any
        Certificates are outstanding. The Servicer shall manage, conserve, protect
        and
        operate each REO Property for the Certificateholders solely for the purpose
        of
        its prompt disposition and sale in a manner which does not cause such REO
        Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs
        created hereunder of any “income from non-permitted assets” within the meaning
        of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure
        property” which is subject to taxation under the REMIC Provisions.

       

      (b)  The
        Servicer shall separately account for all funds collected and received in
        connection with the operation of any REO Property and shall establish and
        maintain, or cause to be established and maintained, with respect to REO
        Properties an account held in trust for the Trustee for the benefit of the
        Certificateholders (the “REO Account”), which shall be an Eligible Account. The
        Servicer shall be permitted to allow the Collection Account to serve as the
        REO
        Account, subject to separate ledgers for each REO Property. The Servicer
        shall
        be entitled to retain or withdraw any interest income paid on funds deposited
        in
        the REO Account.

       

      (c)  The
        Servicer shall have full power and authority, subject only to the specific
        requirements and prohibitions of this Agreement, to do any and all things
        in
        connection with any REO Property as are consistent with the manner in which
        the
        Servicer manages and operates similar property owned by the Servicer or any
        of
        its Affiliates, all on such terms and for such period (subject to the
        requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
        deems to be in the best interests of Certificateholders. In connection
        therewith, the Servicer shall deposit, or cause to be deposited in the clearing
        account in which it customarily deposits payments and collections on mortgage
        loans in connection with its mortgage loan servicing activities on a daily
        basis, and in no event more than one Business Day after the Servicer’s receipt
        thereof, and shall thereafter deposit in the REO Account, in no event more
        than
        two Business Days after the Servicer’s receipt thereof, all revenues received by
        it with respect to an REO Property and shall withdraw therefrom funds necessary
        for the proper operation, management and maintenance of such REO Property
        including, without limitation:

       

      (i)  all
        insurance premiums due and payable in respect of such REO Property;

       

      (ii)  all
        real
        estate taxes and assessments in respect of such REO Property that may result
        in
        the imposition of a lien thereon; and

       

      (iii)  all
        costs
        and expenses necessary to maintain such REO Property.

       

      To
        the
        extent that amounts on deposit in the REO Account with respect to an REO
        Property are insufficient for the purposes set forth in clauses (i) through
        (iii) above with respect to such REO Property, the Servicer shall advance
        from
        its own funds such amount as is necessary for such purposes if, but only
        if, the
        Servicer would make such advances if the Servicer owned the REO Property
        and if
        in the Servicer’s judgment, the payment of such amounts will be recoverable from
        the rental or sale of the REO Property.

       

      Notwithstanding
        the foregoing, neither the Servicer nor the Trustee shall:

       

      (A)  authorize
        the Trust Fund to enter into, renew or extend any New Lease with respect
        to any
        REO Property, if the New Lease by its terms will give rise to any income
        that
        does not constitute Rents from Real Property;

       

      (B)  authorize
        any amount to be received or accrued under any New Lease other than amounts
        that
        will constitute Rents from Real Property;

       

      (C)  authorize
        any construction on any REO Property, other than the completion of a building
        or
        other improvement thereon, and then only if more than ten percent of the
        construction of such building or other improvement was completed before default
        on the related Mortgage Loan became imminent, all within the meaning of Section
        856(e)(4)(B) of the Code; or

       

      (D)  authorize
        any Person to Directly Operate any REO Property on any date more than 90
        days
        after its date of acquisition by the Trust Fund;

       

      unless,
        in any such case, the Servicer has obtained an Opinion of Counsel, provided
        to
        the Trustee and the NIMS Insurer, to the effect that such action will not
        cause
        such REO Property to fail to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code at any time that it is held by
        the
        REMIC, in which case the Servicer may take such actions as are specified
        in such
        Opinion of Counsel.

       

      The
        Servicer may contract with any Independent Contractor for the operation and
        management of any REO Property, provided that:

       

      (1) the
        terms
        and conditions of any such contract shall not be inconsistent
        herewith;

       

      (2) any
        such
        contract shall require, or shall be administered to require, that the
        Independent Contractor pay all costs and expenses incurred in connection
        with
        the operation and management of such REO Property, including those listed
        above
        and remit all related revenues (net of such costs and expenses) to the Servicer
        as soon as practicable, but in no event later than thirty days following
        the
        receipt thereof by such Independent Contractor;

       

      (3) none
        of
        the provisions of this Section 3.23(c) relating to any such contract or to
        actions taken through any such Independent Contractor shall be deemed to
        relieve
        the Servicer of any of its duties and obligations to the Trustee on behalf
        of
        the Certificateholders with respect to the operation and management of any
        such
        REO Property; and

       

      (4) the
        Servicer shall be obligated with respect thereto to the same extent as if
        it
        alone were performing all duties and obligations in connection with the
        operation and management of such REO Property.

       

      The
        Servicer shall be entitled to enter into any agreement with any Independent
        Contractor performing services for it related to its duties and obligations
        hereunder for indemnification of the Servicer by such Independent Contractor,
        and nothing in this Agreement shall be deemed to limit or modify such
        indemnification. The Servicer shall be solely liable for all fees owed by
        it to
        any such Independent Contractor, irrespective of whether the Servicer’s
        compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided,
        however,
        that to
        the extent that any payments made by such Independent Contractor would
        constitute Servicing Advances if made by the Servicer, such amounts shall
        be
        reimbursable as Servicing Advances made by the Servicer.

       

      (d)  In
        addition to the withdrawals permitted under Section 3.23(c), the Servicer
        may
        from time to time make withdrawals from the REO Account for any REO Property:
        (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of
        the
        related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
        unreimbursed Servicing Advances and Advances made in respect of such REO
        Property or the related Mortgage Loan. On the Servicer Remittance Date, the
        Servicer shall withdraw from each REO Account maintained by it and deposit
        into
        the Distribution Account in accordance with Section 3.10(d)(ii), for
        distribution on the related Distribution Date in accordance with Section
        4.01,
        the income from the related REO Property received during the related Prepayment
        Period, net of any withdrawals made pursuant to Section 3.23(c) or this Section
        3.23(d).

       

      (e)  Subject
        to the time constraints set forth in Section 3.23(a), each REO Disposition
        shall
        be carried out by the Servicer in a manner, at such price and upon such terms
        and conditions as shall be in conformity with the requirements of the Loss
        Mitigation Procedures and as shall be normal and usual in its Servicing
        Standard.

       

      (f)  The
        proceeds from the REO Disposition, net of any amount required by law to be
        remitted to the Mortgagor under the related Mortgage Loan and net of any
        payment
        or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
        be
        deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
        on
        the Servicer Remittance Date in the month following the receipt thereof for
        distribution on the related Distribution Date in accordance with Section
        4.01.
        Any REO Disposition shall be for cash only (unless changes in the REMIC
        Provisions made subsequent to the Startup Day allow a sale for other
        consideration).

       

      (g)  The
        Servicer shall file information returns with respect to the receipt of mortgage
        interest received in a trade or business, reports of foreclosures and
        abandonments of any Mortgaged Property and cancellation of indebtedness income
        with respect to any Mortgaged Property as required by Sections 6050H, 6050J
        and
        6050P of the Code, respectively. Such reports shall be in form and substance
        sufficient to meet the reporting requirements imposed by such Sections 6050H,
        6050J and 6050P of the Code.

       

      (h)  The
        Servicer shall not acquire any Mortgaged Property on behalf of any Trust
        REMIC
        created hereunder in connection with a default on a Foreclosure Restricted
        Mortgage Loan, if acquiring title to the related Mortgaged Property by
        foreclosure or by deed in lieu of foreclosure would cause the aggregate adjusted
        basis (for federal income tax purposes) (the “Adjusted Bases”) of the REO
        Properties underlying the Foreclosure Restricted Mortgage Loans that are
        currently owned by REMIC 1 after foreclosure (along with any other assets
        owned
        by REMIC 1 other than “qualified mortgages” and “permitted investments” within
        the meaning of Section 860G of the Code) to exceed 0.75% of the Adjusted
        Basis
        of the assets of REMIC 1. If the Adjusted Bases of such REO Properties as
        to
        which REMIC 1 has title, along with any other assets owned by REMIC 1, other
        than “qualified mortgages” and “permitted investments” with the meaning of
        Section 860G of the Code, exceed 1.0% of the Adjusted Basis of the assets
        of
        REMIC 1 immediately after the distribution of principal and interest on any
        Distribution Date, the Servicer will dispose of enough of such REO Properties
        as
        to which REMIC 1 has title, for cash or otherwise, so that the Adjusted Bases
        of
        such REO Properties, along with any other assets owned by REMIC 1, other
        than
“qualified mortgages” and “permitted investments” within the meaning of Section
        860G of the Code, will be less than 1.0% of the Adjusted Basis of the assets
        of
        REMIC 1. The Trustee shall, to the extent in its possession, provide the
        Servicer with such information as the Servicer may reasonably request about
        REMIC 1, its assets and the Adjusted Basis thereof to permit the Servicer
        to
        comply with the provisions of this Section 3.23(h). For purposes of the
        foregoing calculations, the “Adjusted Basis” of an REO Property is equal to the
        Principal Balance thereof, and the “Adjusted Basis” of REMIC 1 is equal to the
        aggregate Principal Balance of the Mortgage Loans and REO Properties in REMIC
        1.
        These restrictions will be lifted with respect to any such Foreclosure
        Restricted Mortgage Loan if such Mortgage Loan becomes contractually current
        for
        three consecutive monthly payments.

       

      	SECTION
              3.24.  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


       

      Not
        later
        than 1:00 p.m. New York time on each Servicer Remittance Date, the Servicer
        shall remit to the Distribution Account an amount (“Compensating Interest”)
        equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls
        for the related Distribution Date and (B) its aggregate Servicing Fee for
        the
        related Due Period and any Prepayment Interest Excess for the related
        Distribution Date. The Servicer shall not have the right to reimbursement
        for
        any amounts remitted to the Trustee in respect of Compensating Interest.
        Such
        amounts so remitted shall be included in the Available Funds and distributed
        therewith on the next Distribution Date. The Servicer shall not be obligated
        to
        pay Compensating Interest with respect to Relief Act Interest
        Shortfalls.

       

      	SECTION
              3.25.  	
              Reports
                Filed with Securities and Exchange
                Commission.

            


       

      (a)  (i)
        Within 15 days after each Distribution Date (subject to permitted extensions
        under the Exchange Act), the Trustee shall, on behalf of the Trust and in
        accordance with industry standards, prepare and file with the Commission
        via the
        Electronic Data Gathering and Retrieval System (“EDGAR”), the report on Form
        10-D, signed by the Depositor, with a copy of the Monthly Statement to be
        furnished by the Trustee to the Certificateholders for such Distribution
        Date
        and such other information required to be reported by the Trust on Form 10-D
        as
        set forth in this Section 3.25; provided that the Trustee shall have received
        no
        later than 5 calendar days after the related Distribution Date, all information
        required to be provided to the Trustee as described in clause (a)(ii) below.
        Any
        disclosure in addition to the Monthly Statement that is required to be included
        on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the
        paragraph immediately below, be reported to the Depositor and the Trustee
        by the
        parties set forth on Exhibit T, approved by the Depositor, and the Trustee
        will
        have no duty or liability for any failure hereunder to determine or prepare
        any
        Additional Form 10-D Disclosure information absent such reporting, direction
        and
        approval.

       

      (ii) Within
        5
        calendar days after the related Distribution Date, (i) the parties set forth
        in
        Exhibit T shall be required to provide, pursuant to Section 3.25(a)(v) below,
        to
        the Trustee (at cts.sec.notifications@wellsfargo.com,
        with a
        copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
        in
        EDGAR-compatible format, or in such other format as otherwise agreed upon
        by the
        Trustee and such party, the form and substance of any Additional Form 10-D
        Disclosure, if applicable, (ii) the parties listed on Exhibit T hereto shall
        include with such Additional Form 10-D Disclosure, an Additional Disclosure
        Notification in the form attached hereto as Exhibit U, and (iii) 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 Trustee
        has
        no duty under this Agreement to monitor or enforce the performance by the
        parties listed on Exhibit T of their duties under this paragraph or proactively
        solicit or procure from such parties any Additional Form 10-D Disclosure
        information. The Depositor will be responsible for any reasonable fees and
        expenses assessed or incurred by the Trustee in connection with including
        any
        Additional Form 10-D Disclosure on Form 10-D pursuant to this
        Section.

       

      After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Depositor for review (provided that such Form 10-D
        includes any Additional Form 10-D Disclosure) and execution. Within two Business
        Days after receipt of such copy, but no later than the 12th
        calendar
        day after the Distribution Date, the Depositor shall notify the Trustee in
        writing (which may be furnished electronically) of any changes to or approval
        of
        such Form 10-D. A duly authorized representative of the Depositor shall sign
        the
        Form 10-D no later than the close of business on the 13th
        calendar
        day after the Distribution Date and return an electronic or fax copy of such
        signed Form 10-D (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously
        filed Form 10-D needs to be amended, the Trustee will follow the procedures
        set
        forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day)
        after
        filing with the Commission, the Trustee will make available on its internet
        website a final executed copy of each Form 10-D prepared and filed by the
        Trustee. Form 10-D requires the registrant to indicate (by checking “yes” or
“no”) that it “(1) has filed all reports required to be filed by Section 13 or
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days.” The Depositor hereby
        represents to the Trustee that the Depositor has filed all such required
        reports
        during the preceding 12 months and that it has been subject to such filing
        requirement for the past 90 days. The Depositor shall notify the Trustee
        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 Trustee shall be entitled to rely on such
        representations in preparing and/or filing any such Form 10-D. The parties
        to
        this Agreement acknowledge that the performance by the Trustee of its duties
        under Sections 3.25(a)(i) and (vi) related to the timely preparation,
        arrangement for execution and filing of Form 10-D is contingent upon such
        parties strictly observing all applicable deadlines in the performance of
        their
        duties under such Sections. The Trustee shall have no liability for any loss,
        expense, damage or claim arising out of or with respect to any failure to
        properly prepare and/or timely file such Form 10-D, where such failure results
        from the Trustee’s inability or failure to receive, on a timely basis, any
        information from any other party hereto needed to prepare, arrange for execution
        or file such Form 10-D, not resulting from its own negligence, bad faith
        or
        willful misconduct.

       

      (iii) (A)
        Within four (4) Business Days after the occurrence of an event requiring
        disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
        shall prepare and file on behalf of the Trust a Form 8-K, as required by
        the
        Exchange Act, provided that the Depositor shall file the initial Form 8-K
        in
        connection with the issuance of the Certificates. Any disclosure or information
        related to a Reportable Event or that is otherwise required to be included
        on
        Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph
        immediately below, be reported to the Depositor and the Trustee by the parties
        set forth on Exhibit T, approved by the Depositor, and the Trustee will have
        no
        duty or liability for any failure hereunder to determine or prepare any Form
        8-K
        Disclosure Information absent such reporting, direction and
        approval.

       

      For
        so
        long as the Trust is subject to the Exchange Act reporting requirements,
        no
        later than 12:00 noon New York City time on the 2nd Business Day after the
        occurrence of a Reportable Event (i) the parties set forth in Exhibit T shall
        be
        required pursuant to Section 3.25(a)(v) below to provide to the Trustee (at
        cts.sec.notifications@wellsfargo.com,
        with a
        copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
        in
        EDGAR-compatible format, or in such other format as otherwise agreed upon
        by the
        Trustee and such party, the form and substance of any Form 8-K Disclosure
        Information, if applicable, (ii) the parties listed on Exhibit T hereto shall
        include with such Form 8-K Disclosure Information, an Additional Disclosure
        Notification in the form attached hereto as Exhibit U, and (iii) the Depositor
        will approve, as to form and substance, or disapprove, as the case may be,
        the
        inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee
        has no
        duty under this Agreement to monitor or enforce the performance by the parties
        listed on Exhibit T of their duties under this paragraph or proactively solicit
        or procure from such parties any Form 8-K Disclosure Information. The Depositor
        will be responsible for any reasonable fees and expenses assessed or incurred
        by
        the Trustee in connection with including any Form 8-K Disclosure Information
        on
        Form 8-K pursuant to this Section.

       

      After
        preparing the Form 8-K, the Trustee shall forward electronically a draft
        copy of
        the Form 8-K to the Depositor for review. No later than the close of business
        on
        the third Business Day after the Reportable Event, the Depositor shall notify
        the Trustee in writing (which may be furnished electronically) of any changes
        to
        or approval of such Form 8-K. A duly authorized representative of the Depositor
        shall sign the Form 8-K by noon on the 4th
        Business
        Day after the Reportable Event and return an electronic or fax copy of such
        signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
        filed Form 8-K needs to be amended, the Trustee will follow the procedures
        set
        forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day)
        after
        filing with the Commission, the Trustee will make available on its internet
        website a final executed copy of each Form 8-K prepared and filed by the
        Trustee. The parties to this Agreement acknowledge that the performance by
        the
        Trustee of its duties under this Section 3.25(a)(iii) related to the timely
        preparation, arrangement for 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 3.25(a)(iii). The Trustee shall have no
        liability for any loss, expense, damage, claim arising out of or with respect
        to
        any failure to properly prepare and/or timely file such Form 8-K, where such
        failure results from the Trustee’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.

       

      (iv) (A)
        On or
        before 90 days after the end of each fiscal year of the Trust or such earlier
        date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
        being understood that the fiscal year for the Trust ends on December 31st
        of
        each year), commencing in March 2008, the Trustee shall prepare and file
        on
        behalf of the Trust a Form 10-K, in form and substance as required by the
        Exchange Act. Each such Form 10-K shall include the following items, in each
        case to the extent they have been delivered to the Trustee within the applicable
        time frames set forth in this Agreement, (I) the annual compliance statements
        required under Section 3.20, (II)(A) the annual reports on assessment of
        compliance with Servicing Criteria required under Section 3.21, and (B) any
        such
        report on assessment of compliance with servicing criteria described under
        Section 3.21 identifies any material instance of noncompliance, disclosure
        identifying such instance of noncompliance, or if any such report on assessment
        of compliance with Servicing Criteria described under Section 3.21 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 reports required under Section
        3.21, and (B) if any registered public accounting firm attestation report
        described under Section 3.21 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
        (“Sarbanes-Oxley Certification”) as described in this Section 3.25 (a)(iv)(D)
        below. 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, pursuant to the paragraph immediately below, be reported by the parties
        set forth on Exhibit T, approved by the Depositor, and the Trustee will have
        no
        duty or liability for any failure hereunder to determine or prepare any
        Additional Form 10-K Disclosure absent such reporting, direction and
        approval.

       

      No
        later
        than March 1 (with a 10 calendar day cure period) of each year that the Trust
        is
        subject to the Exchange Act reporting requirements, commencing in 2008, (i)
        the
        parties set forth in Exhibit T shall be required to provide pursuant to Section
        3.25(a)(v) below to the Trustee (at cts.sec.notifications@wellsfargo.com,
        with a
        copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
        in
        EDGAR-compatible format, or in such other format as otherwise agreed upon
        by the
        Trustee and such party, the form and substance of any Additional Form 10-K
        Disclosure, if applicable, (ii) the parties listed on Exhibit T hereto shall
        include with such Additional Form 10-K Disclosure, an Additional Disclosure
        Notification in the form attached hereto as Exhibit U, and (iii) 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 Trustee
        has
        no duty under this Agreement to monitor or enforce the performance by the
        parties listed on Exhibit T of their duties under this paragraph or proactively
        solicit or procure from such parties any Form 10-K Disclosure Information.
        The
        Depositor will be responsible for any reasonable fees and expenses assessed
        or
        incurred by the Trustee in connection with including any Additional Form
        10-K
        Disclosure on Form 10-K pursuant to this Section.

       

      After
        preparing the Form 10-K, the Trustee shall forward electronically a draft
        copy
        of the Form 10-K to the Depositor for review. Within three (3) Business Days
        after receipt of such copy, but no later than March 25th,
        the
        Depositor shall notify the Trustee of any changes to or approval of such
        Form
        10-K. The Depositor shall cause a senior officer of the Depositor to sign
        the
        Form 10-K no later than four (4) Business Days prior to the 10-K Filing Deadline
        and return an electronic or fax copy of such signed Form 10-K (with an original
        executed hard copy to follow by overnight mail) to the Trustee. If a Form
        10-K
        cannot be filed on time or if a previously filed Form 10-K needs to be amended,
        the Trustee will follow the procedures set forth in Section 3.25(a)(vi).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Trustee will make available on its internet website a final executed
        copy of
        each Form 10-K prepared and filed by the Trustee. Form 10-K requires the
        registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.” The Depositor hereby represents to the
        Trustee that the Depositor has filed all such required reports during the
        preceding 12 months and that it has been subject to such filing requirement
        for
        the past 90 days. The Depositor shall notify the Trustee in writing, no later
        than the 15th calendar day of March in any year in which the Trust is subject
        to
        the reporting requirements of the Exchange Act, if the answer to the questions
        should be “no.” The Trustee shall be entitled to rely on such representations in
        preparing and/or filing any such Form 10-K. The parties to this Agreement
        acknowledge that the performance by the Trustee of its duties under Sections
        3.25(a)(iv) and (vi) related to the timely preparation and filing of Form
        10-K
        is contingent upon such parties strictly observing all applicable deadlines
        in
        the performance of their duties under such Sections, Section 3.20 and Section
        3.21. The Trustee shall have no liability for any loss, expense, damage or
        claim
        arising out of or with respect to any failure to properly prepare and/or
        timely
        file such Form 10-K, where such failure results from the Trustee’s inability or
        failure to receive, on a timely basis, any information from any other party
        hereto needed to prepare, arrange for execution or file such Form 10-K, not
        resulting from its own negligence, bad faith or willful misconduct.

       

      Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley Certification”), exactly
        as set forth in Exhibit R-1 attached hereto, required to be included therewith
        pursuant to the Sarbanes-Oxley Act. The Trustee shall provide to the Person
        who
        signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10 of
        each year in which the Trust is subject to the reporting requirements of
        the
        Exchange Act and otherwise within a reasonable period of time upon request,
        a
        certification (each, a “Back-Up Certification”), in the form attached hereto as
        Exhibit R-2, upon which the Certifying Person, the entity for which the
        Certifying Person acts as an officer, and such entity’s officers, directors and
        Affiliates (collectively with the Certifying Person, “Certification Parties”)
        can reasonably rely. The senior officer of the Depositor shall serve as the
        Certifying Person on behalf of the Trust. In the event the Trustee is terminated
        or resigns pursuant to the terms of this Agreement, the Trustee shall provide
        a
        Back-Up Certification to the Certifying Person pursuant to this Section
        3.25(a)(iv) with respect to the period of time it was subject to this
        Agreement.

       

      (v) With
        respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
        or any Form 8-K Disclosure Information (collectively, the “Additional
        Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
        such Additional Information in the applicable Exchange Act report is subject
        to
        receipt from the entity that is indicated in Exhibit T as the responsible
        party
        for providing that information, if other than the Trustee, as and when required
        as described in Section 3.25(a)(i) through (iv) above. Each of the Servicer,
        the
        Seller and Depositor hereby agree to notify and provide to the extent known
        to
        the Trustee and the Depositor all Additional Disclosure relating to the Trust
        Fund, with respect to which such party is indicated in Exhibit T as the
        responsible party for providing that information. The Swap Provider will
        be
        obligated pursuant to the Swap Agreement to provide to the Trustee any
        information that may be required to be included in any Form 10-D, Form 8-K
        or
        Form 10-K. The Servicer shall be responsible for determining the pool
        concentration applicable to any Sub-Servicer or originator at any time, for
        purposes of disclosure as required by Items 1117 and 1119 of Regulation
        AB.

       

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

       

      In
        the
        event that the Trustee is unable to timely file with the Commission all or
        any
        required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed
        by
        this Agreement because required disclosure information was either not delivered
        to it or delivered to it after the delivery deadlines set forth in this
        Agreement or for any other reason, the Trustee will promptly notify the
        Depositor. In the case of Form 10-D and Form 10-K, the Depositor, Servicer
        and
        Trustee will cooperate to prepare and file a Form 12b-25, a Form 10-D/A and
        a
        Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In
        the
        case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended in
        connection with any Additional Form 10-D Disclosure (other than, in the case
        of
        Form 10-D, for the purpose of restating any Monthly Statement), Additional
        Form
        10-K Disclosure or Form 8-K Disclosure Information, the Trustee will notify
        the
        Depositor and the Servicer and such parties will cooperate to prepare any
        necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25
        or
        any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by a duly
        authorized representative or senior officer in charge of securitization,
        as
        applicable, of the Depositor. The Depositor and Servicer acknowledge that
        the
        performance by the Trustee of its duties under this Section 3.25(a)(vi) related
        to the timely preparation, arrangement for execution and filing of Form 15,
        a
        Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
        upon the Servicer and the Depositor performing their duties under this Section.
        The Trustee shall have no liability for any loss, expense, damage, claim
        arising
        out of or with respect to any failure to properly prepare, arrange for execution
        and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
        8-K,
        Form 10-D or Form 10-K, where such failure results from the Trustee’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 15, Form
        12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
        from its own negligence, bad faith or willful misconduct.

       

      The
        Depositor agrees to promptly furnish to the Trustee, from time to time upon
        request, such further information, reports and financial statements within
        its
        control related to this Agreement, the Mortgage Loans as the Trustee reasonably
        deems appropriate to prepare and file all necessary reports with the Commission.
        The Trustee shall have no responsibility to file any items other than those
        specified in this Section 3.25; provided, however, the Trustee will cooperate
        with the Depositor in connection with any additional filings with respect
        to the
        Trust Fund as the Depositor deems necessary under the Exchange Act. Fees
        and
        expenses incurred by the Trustee in connection with this Section 3.25 shall
        not
        be reimbursable from the Trust Fund.

       

      (b)  In
        connection with the filing of any Form 10-K hereunder, the Trustee shall
        sign a
        certification (a “Form of Back-Up Certification for Form 10K Certificate,”
substantially in the form attached hereto as Exhibit R-2) for the Depositor
        regarding certain aspects of the Form 10-K certification signed by the
        Depositor, provided, however, that the Trustee shall not be required to
        undertake an analysis of any accountant’s report attached as an exhibit to the
        Form 10-K.

       

      (c)  The
        Trustee shall indemnify and hold harmless the Depositor and its officers,
        directors and affiliates from and against any losses, damages, penalties,
        fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon (i) a breach of
        the
        Trustee’s obligations under this Section 3.25 or the Trustee’s negligence, bad
        faith or willful misconduct in connection therewith and (ii) any material
        misstatement or omission in the Annual Statement of Compliance delivered
        by the
        Trustee pursuant to Section 3.20 or the Assessment of Compliance delivered
        by
        the Trustee pursuant to Section 3.21.

       

      The
        Depositor shall indemnify and hold harmless the Trustee and the Custodian
        and
        the officers, directors and affiliates of each from and against any losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon a breach of the obligations of the Depositor under this Section
        3.25.

       

      The
        Servicer shall indemnify and hold harmless the Trustee and the Custodian
        and the
        respective officers, directors and affiliates of each from and against any
        losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal
        fees and related costs, judgments and other costs and expenses arising out
        of or
        based upon (i) a breach of the obligations of the Servicer under this Section
        3.25 and (ii) any material misstatement or omission in the Annual Statement
        of
        Compliance delivered by the Servicer pursuant to Section 3.20 or the Assessment
        of Compliance delivered by the Servicer pursuant to Section 3.21.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless the Depositor, the Trustee or the Custodian, as applicable, then
        the
        defaulting party, in connection with a breach of its respective obligations
        under this Section 3.25, agrees that it shall contribute to the amount paid
        or
        payable by each such party as a result of the losses, claims, damages or
        liabilities of such party in such proportion as is appropriate to reflect
        the
        relative fault of the defaulting party on the one hand and each such
        non-defaulting party on the other.

       

      (d)  Nothing
        shall be construed from the foregoing subsections (a), (b) and (c) to require
        the Trustee or any officer, director or Affiliate thereof to sign any Form
        10-K
        or any certification contained therein. Furthermore, the inability of the
        Trustee to file a Form 10-K as a result of the lack of required information
        as
        set forth in Section 3.25(a) or required signatures on such Form 10-K or
        any
        certification contained therein shall not be regarded as a breach by the
        Trustee
        of any obligation under this Agreement.

       

      (e)  Notwithstanding
        the provisions of Section 11.01, this Section 3.25 may be amended without
        the
        consent of the Certificateholders.

       

      	SECTION
              3.26.  	
              Obligations
                of the Servicer in Respect of Mortgage Rates and Monthly
                Payments.

            


       

      In
        the
        event that a shortfall in any collection on or liability with respect to
        the
        Mortgage Loans in the aggregate results from or is attributable to adjustments
        to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
        made
        by the Servicer in a manner not consistent with the terms of the related
        Mortgage Note and this Agreement, the Servicer, upon discovery or receipt
        of
        notice thereof, immediately shall deposit in the Collection Account from
        its own
        funds the amount of any such shortfall and shall indemnify and hold harmless
        the
        Trust Fund, the Trustee, the Depositor and any successor servicer in respect
        of
        any such liability. Such indemnities shall survive the termination or discharge
        of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall
        not
        limit the ability of the Servicer to seek recovery of any such amounts from
        the
        related Mortgagor under the terms of the related Mortgage Note, as permitted
        by
        law.

       

      	SECTION
              3.27.  	
              Solicitations.

            


       

      From
        and
        after the Closing Date, the Servicer agrees that it will not take any action
        or
        permit or cause any action to be taken by any of its agents and Affiliates,
        or
        by any independent contractors or independent mortgage brokerage companies
        on
        the Servicer’s behalf, to personally, by telephone, mail or electronic mail,
solicit
        the Mortgagor under any Mortgage Loan for the purpose of refinancing such
        Mortgage Loan;
        provided,
        that
        the Servicer may solicit any Mortgagor for whom the Servicer has received
        a
        request for verification of mortgage, a request for demand for payoff, a
        mortgagor initiated written or verbal communication indicating a desire to
        prepay the related Mortgage Loan, another mortgage company has pulled a credit
        report on the mortgagor or the mortgagor initiates a title search; provided
        further, it is understood and agreed that promotions undertaken by the Servicer
        or any of its Affiliates which (i) concern optional insurance products or
        other
        additional products or (ii) are directed to the general public at large,
        including, without limitation, mass mailings based on commercially acquired
        mailing lists, newspaper, radio and television advertisements shall not
        constitute solicitation under this Section, nor is the Servicer prohibited
        from
        responding to unsolicited requests or inquiries made by a Mortgagor or an
        agent
        of a Mortgagor. Furthermore, the Servicer shall be permitted to include in
        its
        monthly statements to borrowers or otherwise, statements regarding the
        availability of the Servicer’s counseling services with respect to refinancing
        mortgage loans.

       

      Notwithstanding
        the foregoing, with respect to any Mortgage Loan, the Servicer may solicit
        the
        Mortgagor for the purpose of refinancing such Mortgage Loan, beginning 60
        days
        prior to the later of (i) the expiration of the related Prepayment Charge
        term,
        if applicable and (ii) the expiration of any applicable fixed-rate period.
        

       

      	SECTION
              3.28.  	
              [Reserved].

            


       

      	SECTION
              3.29.  	
              Advancing
                Facility.

            


       

      (a)  The
        Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
        with
        the consent of the NIMS Insurer and the Servicer in the case of the Trustee,
        is
        hereby authorized to enter into a facility (the “Advancing Facility”) with any
        Person which provides that such Person (an “Advancing Person”) may fund Advances
        and/or Servicing Advances to the Trust Fund under this Agreement, although
        no
        such facility shall reduce or otherwise affect the Servicer’s obligation to fund
        such Advances and/or Servicing Advances. If the Servicer enters into such
        an
        Advancing Facility pursuant to this Section 3.29, upon reasonable request
        of the
        Advancing Person, the Trustee shall execute a letter of acknowledgment,
        confirming its receipt of notice of the existence of such Advancing Facility.
        To
        the extent that an Advancing Person funds any Advance or any Servicing Advance
        and provides the Trustee with notice acknowledged by the Servicer that such
        Advancing Person is entitled to reimbursement, such Advancing Person shall
        be
        entitled to receive reimbursement pursuant to this Agreement for such amount
        to
        the extent provided in Section 3.29(b). Such notice from the Advancing Person
        must specify the amount of the reimbursement, the Section of this Agreement
        that
        permits the applicable Advance or Servicing Advance to be reimbursed and
        the
        section(s) of the Advancing Facility that entitle the Advancing Person to
        request reimbursement from the Trustee, rather than the Servicer, and include
        the Servicer’s acknowledgment thereto or proof of an Event of Default under the
        Advancing Facility. The Trustee shall have no duty or liability with respect
        to
        any calculation of any reimbursement to be paid to an Advancing Person and
        shall
        be entitled to rely without independent investigation on the Advancing Person’s
        notice provided pursuant to this Section 3.29. An Advancing Person whose
        obligations hereunder are limited to the funding of Advances and/or Servicing
        Advances shall not be required to meet the qualifications of a Servicer or
        a
        Sub-Servicer pursuant to Section 6.06 hereof and will not be deemed to be
        a
        Sub-Servicer under this Agreement. If the terms of a facility proposed to
        be
        entered into with an Advancing Person by the Trust Fund would not materially
        and
        adversely affect the interests of any Certificateholder, then the NIMS Insurer
        shall not withhold its consent to the Trust Fund’s entering such
        facility.

       

      (b)  If
        an
        Advancing Facility is entered into, then the Servicer shall not be permitted
        to
        reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii),
        Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section
        4.04(b) prior to the remittance to the Trust Fund, but instead the Servicer
        shall include such amounts in the applicable remittance to the Trustee made
        pursuant to Section 3.10(a). The Trustee is hereby authorized to pay to the
        Advancing Person, reimbursements for Advances and Servicing Advances from
        the
        Distribution Account to the same extent the Servicer would have been permitted
        to reimburse itself for such Advances and/or Servicing Advances in accordance
        with Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section
        3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be,
        had
        the Servicer itself funded such Advance or Servicing Advance. The Trustee
        is
        hereby authorized to pay directly to the Advancing Person such portion of
        the
        Servicing Fee as the parties to any advancing facility agree.

       

      (c)  All
        Advances and Servicing Advances made pursuant to the terms of this Agreement
        shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
        basis.

       

      (d)  Any
        amendment to this Section 3.29 or to any other provision of this Agreement
        that
        may be necessary or appropriate to effect the terms of an Advancing Facility
        as
        described generally in this Section 3.29, including amendments to add provisions
        relating to a successor servicer, may be entered into by the Trustee and
        the
        Servicer without the consent of any Certificateholder but with the consent
        of
        the NIMS Insurer, notwithstanding anything to the contrary in this
        Agreement.

       

       

       

      ARTICLE
        IV

       

      FLOW
        OF
        FUNDS

       

      	SECTION
              4.01.  	
              Distributions.

            


       

      (a)  (I)On
        each
        Distribution Date, the Trustee shall withdraw from the Distribution Account
        that
        portion of Available Funds for such Distribution Date consisting of the Group
        I
        Interest Remittance Amount for such Distribution Date, and make the following
        disbursements and transfers in the order of priority described below, in
        each
        case to the extent of the Group I Interest Remittance Amount remaining for
        such
        Distribution Date:

       

      (i)  to
        the
        Holders of the Group I Certificates, the
        Monthly Interest Distributable Amount and the Unpaid Interest
        Shortfall Amount, if any, allocable to such Certificates for such Distribution
        Date; and

       

      (ii)  concurrently,
        to the Holders of each Class of Group II Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, an amount equal to the excess,
        if
        any, of (x) the amount required to be distributed pursuant to Section
        4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually
        distributed pursuant to such section from the Group II Interest Remittance
        Amount.

       

      (II) On
        each
        Distribution Date the Trustee shall withdraw from the Distribution Account
        that
        portion of Available Funds for such Distribution Date consisting of the Group
        II
        Interest Remittance Amount for such Distribution Date, and make the following
        disbursements and transfers in the order of priority described below, in
        each
        case to the extent of the Group II Interest Remittance Amount remaining for
        such
        Distribution Date:

       

      (i)  concurrently,
        to the Holders of each Class of Group II Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, the Monthly Interest Distributable
        Amount and the Unpaid Interest Shortfall Amount, if any, allocable to such
        Certificates for such Distribution Date; and

       

      (ii)  to
        the
        Holders of the Group I Certificates, an amount equal to the excess, if any,
        of
        (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i)
        above for such Distribution Date over (y) the amount actually distributed
        pursuant to such section from the Group I Interest Remittance
        Amount.

       

      (III) On
        each
        Distribution Date, following the distributions made pursuant to Section
        4.01(a)(I) and (II) above, the sum of the Group I Interest Remittance Amount
        and
        the Group II Interest Remittance Amount remaining undistributed for such
        Distribution Date, will be distributed sequentially to the Class M-1, Class
        M-2,
        Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
        M-9
        Certificates, in that order, in an amount equal to the Monthly Interest
        Distributable Amount allocable to each such Class of Certificates.

       

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

       

      (i)  to
        the
        Holders of the Group I Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero;
        and

       

      (ii)  after
        taking into account the amount distributed to the Holders of the Group II
        Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution
        Date,
        to the Holders of the Group II Certificates (allocated as described below),
        until the Certificate Principal Balances thereof have been reduced to
        zero.

       

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

       

      (i)  to
        the
        Holders of the Group II Certificates (allocated as described below), until
        the
        Certificate Principal Balances thereof have been reduced to zero;
        and

       

      (ii)  after
        taking into account the amount distributed to the Holders of the Group I
        Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution
        Date,
        to the Group I Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero.

       

      (III) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, distributions in respect of principal to the extent of the
        sum of
        the Group I Principal Distribution Amount and the Group II Principal
        Distribution Amount remaining undistributed for such Distribution Date shall
        be
        made sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class
        M-5,
        Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
        in
        each case, until the Certificate Principal Balance of each such Class has
        been
        reduced to zero.

       

      (c)  (I)On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, distributions in respect of principal to the extent
        of
        the Group I Principal Distribution Amount shall be made in the following
        amounts
        and order of priority:

       

      (i)  to
        the
        Holders of the Group I Certificates, the Group I Senior Principal Distribution
        Amount until the Certificate Principal Balance thereof has been reduced to
        zero;
        and

       

      (ii)  to
        the
        Holders of the Group II Certificates (allocated as described below), an amount
        equal to the excess, if any, of (x) the amount required to be distributed
        pursuant to Section 4.01(c)(II)(i) below for such Distribution Date over
        (y) the
        amount actually distributed pursuant to Section 4.01(c)(II)(i) below from
        the
        Group II Principal Distribution Amount on such Distribution Date.

       

      (II) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, distributions in respect of principal to the extent
        of
        the Group II Principal Distribution Amount shall be made in the following
        amounts and order of priority:

       

      (i)  to
        the
        Holders of the Group II Certificates (allocated as described below), the
        Group
        II Senior Principal Distribution Amount until the Certificate Principal Balances
        thereof have been reduced to zero; and

       

      (ii)  to
        the
        Holders of the Group I Certificates, an amount equal to the excess, if any,
        of
        (x) the amount required to be distributed pursuant to Section 4.01(c)(I)(i)
        above for such Distribution Date over (y) the amount actually distributed
        pursuant to Section 4.01(c)(I)(i) above from the Group I Principal Distribution
        Amount on such Distribution Date.

       

      (III) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, distributions in respect of principal to the extent
        of
        the sum of the Group I Principal Distribution Amount and the Group II Principal
        Distribution Amount remaining undistributed for such Distribution Date shall
        be
        made in the following amounts and order of priority:

       

      (i)  sequentially,
        to the Holders of the Class M-1 Certificates, the Class M-2 Certificates
        and the
        Class M-3 Certificates, in that order, the Class M-1/M-2/M-3 Principal
        Distribution Amount until the Certificate Principal Balances thereof have
        been
        reduced to zero;

       

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

       

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

       

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


       

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

       

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

       

      (vii)  to
        the
        Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
        Amount until the Certificate Principal Balance thereof has been reduced to
        zero.

       

      With
        respect to the Group II Certificates, all principal distributions will be
        distributed sequentially to the Class II-A-1, Class II-A-2 and Class II-A-3
        Certificates, in that order, until the Certificate Principal Balance of each
        such Class of Certificates has been reduced to zero; provided, however, on
        any
        Distribution Date on which the aggregate Certificate Principal Balance of
        the
        Subordinate Certificates has been reduced to zero, all principal distributions
        will be distributed concurrently to each Class of the Group II Certificates
        pro
        rata
        based on
        the Certificate Principal Balance of each such Class.

       

      (d)  On
        each
        Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
        follows:

       

      (i)  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 part of the Group I
        Principal Distribution Amount and/or the Group II Principal Distribution
        Amount
        as described under Section 4.01(b) and Section 4.01(c) above;

       

      (ii)  sequentially,
        to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
        in
        each case, first up to the Unpaid Interest Shortfall Amount for each such
        Class
        and second up to the Allocated Realized Loss Amount, for each such
        Class;

       

      (iii)  to
        the
        Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
        Amounts on the Class A and Mezzanine Certificates for such Distribution
        Date;

       

      (iv)  to
        the
        Swap Provider, any Swap Termination Payments resulting from a Swap Provider
        Trigger Event;

       

      (v)  to
        the
        Holders of the Class C Certificates, (a) the Monthly Interest Distributable
        Amount and any remaining Overcollateralization Release Amount for such
        Distribution Date and (b) on any Distribution Date on which the Certificate
        Principal Balances of the Class A Certificates and the Mezzanine Certificates
        have been reduced to zero, any remaining amounts in reduction of the Certificate
        Principal Balance of the Class C Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero;

       

      (vi)  if
        such
        Distribution Date follows the Prepayment Period during which occurs the latest
        date on which a Prepayment Charge may be required to be paid in respect of
        any
        Mortgage Loans, to the Holders of the Class P Certificates, in reduction
        of the
        Certificate Principal Balance thereof, until the Certificate Principal Balance
        thereof is reduced to zero; and

       

      (vii)  any
        remaining amounts to the Holders of the Residual Certificates (in respect
        of the
        appropriate Class R Interest).

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of the
        Mortgage Loans received during the related Prepayment Period and any Servicer
        Prepayment Charge Amounts paid by the Servicer during the related Prepayment
        Period will be withdrawn from the Distribution Account and distributed by
        the
        Trustee to the Holders of the Class P Certificates and shall not be available
        for distribution to the Holders of any other Class of Certificates. The payment
        of the foregoing amounts to the Holders of the Class P Certificates shall
        not
        reduce the Certificate Principal Balances thereof.

       

      (e)  On
        each
        Distribution Date, after making the distributions of the Available Funds
        as set
        forth above, the Trustee will withdraw from the Net WAC Rate Carryover Reserve
        Account, to the extent of amounts on deposit therein, the amount of any Net
        WAC
        Rate Carryover Amount for such Distribution Date and distribute such amount
        in
        the following order of priority:

       

      (i)  concurrently,
        to each Class of Class A Certificates, the related Net WAC Rate Carryover
        Amount
        on a pro
        rata
        basis
        based on the related Net WAC Rate Carryover Amount for each such Class;
        and

       

      (ii)  sequentially,
        to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class
        M-7, Class M-8 and Class M-9 Certificates, in that order, the related Net
        WAC
        Rate Carryover Amount.

       

      (f)  On
        or
        before each Distribution Date, Net Swap Payments (whether payable to the
        Swap
        Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
        Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
        Event pursuant to the Swap Agreement and any Swap Termination Payments owed
        to
        the Supplemental Interest Trust Trustee will be deposited by the Supplemental
        Interest Trust Trustee into the Swap Account. On each Distribution Date and
        prior to any distribution to any Certificate, the Swap Administrator shall
        withdraw and distribute from amounts on deposit in the Swap Account (other
        than
        amounts representing Swap Termination Payments received by the Supplemental
        Interest Trust Trustee) the following amounts:

       

      (i)  to
        the
        Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to
        the
        Interest Rate Swap Agreement for such Distribution Date; and

       

      (ii)  to
        the
        Swap Provider, any Swap Termination Payment owed to the Swap Provider not
        due to
        a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
        and
        to the extent not paid by the Supplemental Interest Trust Trustee from any
        upfront payment received pursuant to any replacement interest rate swap
        agreement.

       

      On
        each
        Distribution Date, after making the distributions of the Available Funds,
        Net
        Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
        Reserve Account as set forth above, the Trustee, in
        its
        capacity as Supplemental Interest Trust Trustee,
        shall
        distribute the amount on deposit in the Swap Account as follows:

       

      (i)  concurrently,
        to each Class of Class A Certificates, the related Monthly Interest
        Distributable Amount and Unpaid Interest Shortfall Amount remaining
        undistributed, on a pro
        rata
        basis
        based on such respective remaining Monthly Interest Distributable
        Amount;

       

      (ii)  sequentially,
        to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class
        M-7, Class M-8 and Class M-9 Certificates, in that order, the related Monthly
        Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the
        extent remaining undistributed;

       

      (iii)  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 difference
        between (x) the Overcollateralization Deficiency Amount, if any, and (y)
        the
        amount distributed pursuant to Section 4.01(d)(i) of this
        Agreement;

       

      (iv)  sequentially
        to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class
        M-7, Class M-8 and Class M-9 Certificates, in that order, in each case up
        to the
        related Allocated Realized Loss Amount related to such Certificates for such
        Distribution Date remaining undistributed;

       

      (v)  concurrently,
        to each Class of Class A Certificates, the related Net WAC Rate Carryover
        Amount
        remaining undistributed, on a pro
        rata
        basis
        based on such respective remaining Net WAC Rate Carryover Amounts;
        and

       

      (vi)  sequentially,
        to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class
        M-7, Class M-8 and Class M-9 Certificates, in that order, the related Net
        WAC
        Rate Carryover Amount remaining undistributed.

       

      Notwithstanding
        any of the foregoing, the aggregate amount distributed under clause (iii)
        above
        on such Distribution Date, when added to the cumulative amount distributed
        under
        clause (iii) above on all prior Distribution Dates, will not be permitted
        to
        exceed the cumulative amount of Realized Losses incurred on the Mortgage
        Loans
        since the Cut-off Date through the last day of the Prepayment Period (reduced
        by
        the aggregate amount of Subsequent Recoveries received since the Cut-off
        Date
        through the last day of the Prepayment Period). Any amounts that would otherwise
        be distributable from the Supplemental Interest Trust on any Distribution
        Date
        under clause (iii) above, but for the foregoing proviso, will be retained
        in the
        Supplemental Interest Trust and will be included in amounts available for
        distribution from the Supplemental Interest Trust on the next succeeding
        Distribution Date, subject to the foregoing proviso in the case of amounts
        to be
        distributed under clause (iii) above.

       

      (g)  [Reserved].

       

      (h)  Method
        of Distribution.
        The
        Trustee 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 respecting the final distribution), in the case of
        Certificateholders of the Regular 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 shall be made
        in
        proportion to the Percentage Interests evidenced by the Certificates held
        by
        such Certificateholders.

       

      (i)  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, the Servicer or the Originator
        shall have any responsibility therefor except as otherwise provided by
        applicable law.

       

      (j)  Subsequent
        Recoveries.
        On each
        Distribution Date, following all distributions on the Certificates pursuant
        to
        Section 4.01, an amount equal to the amount of Subsequent Recoveries deposited
        into the Collection Account pursuant to Section 3.10 and included in the
        Available Funds for such Distribution Date will be applied to increase the
        Certificate Principal Balance of the Class of Certificates with the Highest
        Priority up to the extent of such Realized Losses previously allocated to
        that
        Class of Certificates pursuant to Section 4.08. An amount equal to the amount
        of
        any remaining Subsequent Recoveries will be applied to increase the Certificate
        Principal Balance of the Class of Certificates with the next Highest Priority,
        up to the amount of such Realized Losses previously allocated to that Class
        of
        Certificates pursuant to Section 4.08, and so on. Holders of such Certificates
        will not be entitled to any distribution in respect of interest on the amount
        of
        such increases for any Accrual Period preceding the Distribution Date on
        which
        such increase occurs. Any such increases shall be applied to the Certificate
        Principal Balance of each Certificate of such Class in accordance with its
        respective Percentage Interest. 

       

      (k)  It
        is the
        intention of all of the parties hereto that the Class C Certificates receive
        all
        principal and interest received by the Trust on the Mortgage Loans that is
        not
        otherwise distributable to any other Class of Regular Certificates or REMIC
        Regular Interests. If the Trustee determines that the Residual Certificates
        are
        entitled to any distributions, the Trustee, prior to any such distribution
        to
        any Residual Certificate, shall notify the Depositor of such impending
        distribution. Upon such notification, the Depositor will request an amendment
        to
        the Pooling and Servicing Agreement to revise such mistake in the distribution
        provisions. The Residual Certificate Holders, by acceptance of their
        Certificates, and the Servicer(s) hereby agree and no further consent shall
        be
        necessary, notwithstanding anything to the contrary in Section 11.01 of the
        Pooling and Servicing Agreement. 

       

      	SECTION
              4.02.  	
              [Reserved].

            


       

      	SECTION
              4.03.  	
              Statements.

            


       

      (a)  On
        each
        Distribution Date, based, as applicable, on information provided to it by
        the
        Servicer, the Trustee shall prepare and make available to each Holder of
        the
        Regular Certificates, the Swap Provider, the Servicer and the Rating Agencies,
        a
        statement as to the distributions made on such Distribution Date (the “Monthly
        Statement”):

       

      (i)  the
        amount of the distribution made on such Distribution Date to the Holders
        of each
        Class of Regular Certificates allocable to principal and the amount of the
        distribution made to the Holders of the Class P Certificates allocable to
        Prepayment Charges and Servicer Prepayment Charge Payment Amounts;

       

      (ii)  the
        amount of the distribution made on such Distribution Date to the Holders
        of each
        Class of Regular Certificates (other than the Class P Certificates) allocable
        to
        interest, separately identified;

       

      (iii)  Net
        Monthly Excess Cashflow, the Overcollateralized Amount, the
        Overcollateralization Release Amount, the Overcollateralization Deficiency
        Amount and the Overcollateralization Target Amount as of such Distribution
        Date
        and the Excess Overcollateralized Amount for the Mortgage Pool for such
        Distribution Date;

       

      (iv)  any
        fees
        and expenses of the Trust accrued and paid on such Distribution Date and
        to whom
        such fees and expenses were paid;

       

      (v)  the
        aggregate amount of Advances for the related Due Period (including the general
        purpose of such Advances);

       

      (vi)  the
        aggregate amount of interest and scheduled principal received or advanced
        by the
        Servicer with respect to the related Due Period;

       

      (vii)  with
        respect to each Loan Group, the related group balance at the Close of Business
        at the end of the related Due Period;

       

      (viii)  the
        number, aggregate Principal Balance, weighted average remaining term to maturity
        and weighted average Mortgage Rate of the Mortgage Loans as of the related
        Determination Date;

       

      (ix)  the
        number and aggregate unpaid principal balance of Mortgage Loans (except those
        Mortgage Loans that are liquidated as of the end of the related Prepayment
        Period) that were (as determined using the OTS method) (A) Delinquent (exclusive
        of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30
        to 59
        days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure
        proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60
        to 89
        days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to
        59
        days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close
        of
        Business on the last day of the calendar month preceding such Distribution
        Date
        and (D) REO Properties;

       

      (x)  the
        Delinquency Percentage;

       

      (xi)  the
        total
        number and cumulative principal balance of all Liquidated Mortgage Loans
        as of
        the Close of Business of the last day of the preceding Prepayment Period,
        prior
        to the reduction of each principal balance to zero;

       

      (xii)  the
        total
        number and cumulative principal balance of all REO Properties as of the Close
        of
        Business of the last day of the preceding Prepayment Period;

       

      (xiii)  the
        aggregate amount of Principal Prepayments in full, the aggregate amount of
        Principal Prepayments in part and Net Liquidation Proceeds made during the
        related Prepayment Period;

       

      (xiv)  the
        aggregate amount of Realized Losses incurred during the related Prepayment
        Period and the cumulative amount of Realized Losses;

       

      (xv)  the
        aggregate amount of extraordinary Trust Fund expenses withdrawn from the
        Collection Account for such Distribution Date;

       

      (xvi)  the
        Certificate Principal Balance of each Class of Class A Certificates, each
        class
        of Mezzanine Certificates and the Class C Certificates, before and after
        giving
        effect to the distributions made on such Distribution Date;

       

      (xvii)  the
        Monthly Interest Distributable Amount in respect of each Class of Class A
        Certificates, each class of Mezzanine Certificates and the Class C Certificates
        for such Distribution Date and the Unpaid Interest Shortfall Amount, if any,
        with respect to the Class A Certificates, the Mezzanine Certificates and
        the
        Class C Certificates for such Distribution Date;

       

      (xviii)  the
        aggregate amount of any Prepayment Interest Shortfalls for such Distribution
        Date, to the extent not covered by payments by the Servicer pursuant to Section
        3.26;

       

      (xix)  the
        Senior Credit Enhancement Percentage for such Distribution Date;

       

      (xx)  the
        Net
        WAC Rate Carryover Amount for each class of Class A Certificates and each
        class
        of Mezzanine Certificates, if any, for such Distribution Date and the amount
        remaining unpaid after reimbursements therefor on such Distribution
        Date;

       

      (xxi)  the
        amount of any Net Swap Payments or Swap Termination Payments (a) due from
        the
        Trust and (b) due from the Swap Provider;

       

      (xxii)  whether
        the Stepdown Date or a Trigger Event is in effect;

       

      (xxiii)  the
        total
        cashflows received (including amounts received from the Supplemental Interest
        Trust Trustee under the Interest Rate Swap Agreement);

       

      (xxiv)  the
        respective Pass-Through Rates applicable to each Class of Class A Certificates,
        each Class of Mezzanine Certificates and the Class C Certificates for such
        Distribution Date and the Pass-Through Rate applicable to each Class of Class
        A
        Certificates and each class of Mezzanine Certificates for the immediately
        succeeding Distribution Date;

       

      (xxv)  the
        amount on deposit Net WAC Rate Carryover Reserve Account; and

       

      (xxvi)  the
        applicable Record Date, Accrual Period and Determination Date for calculating
        distributions for such Distribution Date.

       

      The
        Trustee will make such statement (and, at its option, any additional files
        containing the same information in an alternative format) available each
        month
        to Certificateholders, the NIMS Insurer, the Swap Provider and the Rating
        Agencies via the Trustee’s internet website. The Trustee’s internet website
        shall initially be located at “www.ctslink.com”. Assistance in using the website
        can be obtained by calling the Trustee’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 Trustee shall have the right
        to
        change the way such statements are distributed in order to make such
        distribution more convenient and/or more accessible to the above parties
        and the
        Trustee shall provide timely and adequate notification to all above parties
        regarding any such changes. As a condition to access the Trustee’s internet
        website, the Trustee may require registration and the acceptance of a
        disclaimer. The Trustee will not be liable for the dissemination of information
        in accordance with this Agreement. The Trustee shall also be entitled to
        rely on
        but shall not be responsible for the content or accuracy of any information
        provided by third parties for purposes of preparing the distribution date
        statement and may affix thereto any disclaimer it deems appropriate in its
        reasonable discretion (without suggesting liability on the part of any other
        party thereto).

       

      In
        the
        case of information furnished pursuant to subclauses (i) through (iii) 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 Cut-off
        Date.

       

      In
        addition, the Trustee will report on Form 10-D any material breaches of
        representations and warranties regarding the Mortgage Loans to the extent
        known
        to the Trustee and if applicable, material modifications, extensions or waivers
        to Mortgage Loan terms, fees, penalties or payments during the preceding
        calendar month or that have become material over time.

       

      For
        all
        purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
        shall be determined by the Trustee from information provided by the Servicer
        and
        reported by the Trustee based on the OTS methodology for determining
        delinquencies on mortgage loans similar to the Mortgage Loans. By way of
        example, a Mortgage Loan would be Delinquent with respect to a Monthly Payment
        due on a Due Date if such Monthly Payment is not made by the close of business
        on the Mortgage Loan's next succeeding Due Date, and a Mortgage Loan would
        be
        more than 30-days Delinquent with respect to such Monthly Payment if such
        Monthly Payment were not made by the close of business on the Mortgage Loan’s
        second succeeding Due Date. The Servicer hereby represents and warrants to
        the
        Depositor that it is not subject to any delinquency recognition policy
        established by its safety and soundness regulators.

       

      (b)  Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall, upon written request, furnish to the 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, such information as
        is
        reasonably necessary to provide to such Person a statement containing the
        information set forth in subclauses (i) through (iii) above, aggregated for
        such
        calendar year or applicable portion thereof during which such Person was
        a
        Certificateholder. Such obligation of the Trustee shall be deemed to have
        been
        satisfied to the extent that substantially comparable information shall be
        prepared and furnished by the Trustee to Certificateholders pursuant to any
        requirements of the Code as are in force from time to time.

       

      (c)  On
        each
        Distribution Date, the Trustee shall make available to the NIMS Insurer and
        the
        Residual Certificateholders a copy of the reports forwarded to the Regular
        Certificateholders in respect of such Distribution Date with such other
        information as the Trustee deems necessary or appropriate.

       

      (d)  Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        deliver to the NIMS Insurer and each Person who at any time during the calendar
        year was a Residual Certificateholder, if requested in writing by such Person,
        such information as is reasonably necessary to provide to such Person a
        statement containing the information provided pursuant to the previous paragraph
        aggregated for such calendar year or applicable portion thereof during which
        such Person was a Residual Certificateholder. Such obligation of the Trustee
        shall be deemed to have been satisfied to the extent that substantially
        comparable information shall be prepared and furnished to Certificateholders
        by
        the Trustee pursuant to any requirements of the Code as from time to time
        in
        force.

       

      (e)  For
        each
        Distribution Date, through and including the Distribution Date in December
        2007,
        the Trustee shall calculate the Significance Percentage of the Interest Rate
        Swap Agreement. If on any such Distribution Date, the Significance Percentage
        is
        equal to or greater than 9%, the Trustee shall promptly notify the Depositor
        and
        the Depositor, on behalf of the Trustee, shall obtain the financial information
        required to be delivered by the Swap Provider pursuant to the terms of the
        Interest Rate Swap Agreement. If, on any succeeding Distribution Date through
        and including the Distribution Date in December 2007, the Significance
        Percentage is equal to or greater than 10%, the Trustee shall promptly notify
        the Depositor and the Depositor shall, within 5 Business Days of such
        Distribution Date, deliver to the Trustee the financial information provided
        to
        it by the Swap Provider for inclusion in the Form 10-D relating to such
        Distribution Date. If on any Distribution Date after December 2007, the
        Significance Percentage is greater than 10%, the Trustee shall include the
        Significance Percentage on the statement to Certificateholders for the related
        Distribution Date.

       

      	SECTION
              4.04.  	
              Remittance
                Reports; Advances.

            


       

      (a)  On
        the
        second Business Day following each Determination Date but in no event later
        than
        the earlier of (i) such date which would allow the indenture trustee to submit
        a
        claim to the NIMS Insurer under the Indenture so as to allow a timely payment
        by
        the NIMS Insurer under the insurance policy related to the notes insured
        by the
        NIMS Insurer and (ii) the 20th
        day of
        each month (or if such 20th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        to
        the Trustee by telecopy or electronic mail (or by such other means as the
        Servicer and the Trustee may agree from time to time) a Remittance Report
        in the
        form of Exhibit O hereto (or such form mutually agreed upon) with respect
        to the
        related Distribution Date. Not later than the 20th
        day of
        each month (or if such 20th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        or
        cause to be delivered to the Trustee in addition to the information provided
        on
        the Remittance Report, such other information reasonably available to it
        with
        respect to the Mortgage Loans as the Trustee may reasonably require to perform
        the calculations necessary to make the distributions contemplated by Section
        4.01 and to prepare the statements to Certificateholders contemplated by
        Section
        4.03. The Trustee shall not be responsible to recompute, recalculate or verify
        any information provided to it by the Servicer.

       

      (b)  The
        amount of Advances to be made by the Servicer for any Distribution Date shall
        equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
        Monthly Payments (net of the related Servicing Fee), due during the related
        Due
        Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
        on a contractual basis as of the Close of Business on the related Determination
        Date and (ii) with respect to each REO Property, which REO Property was acquired
        during or prior to the related Due Period and as to which REO Property an
        REO
        Disposition did not occur during the related Due Period, an amount equal
        to the
        excess, if any, of the REO Imputed Interest on such REO Property for the
        most
        recently ended calendar month, over the net income from such REO Property
        transferred to the Distribution Account pursuant to Section 3.23 for
        distribution on such Distribution Date. 

       

      (c)  On
        or
        before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
        shall remit in immediately available funds to the Trustee for deposit in
        the
        Distribution Account an amount equal to the aggregate amount of Advances,
        if
        any, to be made in respect of the Mortgage Loans and REO Properties for the
        related Distribution Date either (i) from its own funds or (ii) from the
        Collection Account, to the extent of funds held therein for future distribution
        (in which case it will cause to be made an appropriate entry in the records
        of
        Collection Account that amounts held for future distribution have been, as
        permitted by this Section 4.04, used by the Servicer in discharge of any
        such
        Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
        the
        total amount of Advances to be made by the Servicer with respect to the Mortgage
        Loans and REO Properties. Any amounts held for future distribution used by
        the
        Servicer to make an Advance as permitted in the preceding sentence or withdrawn
        by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement of Advances
        previously made shall be appropriately reflected in the Servicer’s records and
        replaced by the Servicer by deposit in the Collection Account on or before
        any
        future Servicer Remittance Date to the extent that the Available Funds for
        the
        related Distribution Date (determined without regard to Advances to be made
        on
        the Servicer Remittance Date) shall be less than the total amount that would
        be
        distributed to the Classes of Certificateholders pursuant to Section 4.01
        on
        such Distribution Date if such amounts held for future distributions had
        not
        been so used to make Advances or reimburse for previously made Advances.
        The
        Trustee will provide notice to the NIMS Insurer and the Servicer by telecopy
        by
        the Close of Business on any Servicer Remittance Date in the event that the
        amount remitted by the Servicer to the Trustee on such date is less than
        the
        Advances required to be made by the Servicer for the related Distribution
        Date,
        as set forth in the related Remittance Report.

       

      (d)  The
        obligation of the Servicer to make such Advances is mandatory, notwithstanding
        any other provision of this Agreement but subject to (d) below, and, with
        respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
        in
        full or until the recovery of all Liquidation Proceeds thereon.

       

      (e)  Notwithstanding
        anything herein to the contrary, no Advance or Servicing Advance shall be
        required to be made hereunder by the Servicer if such Advance or Servicing
        Advance would, if made, constitute a Nonrecoverable Advance. The determination
        by the Servicer that it has made a Nonrecoverable Advance or that any proposed
        Advance or Servicing Advance, if made, would constitute a Nonrecoverable
        Advance, shall be evidenced by an Officers’ Certificate of the Servicer
        delivered to the NIMS Insurer, the Depositor and the Trustee.

       

      	SECTION
              4.05.  	
              Net
                WAC Rate Carryover Reserve Account.

            


       

      No
        later
        than the Closing Date, the Trustee shall establish and maintain with itself
        a
        separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
        Account, Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders
        of
        Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
        2007-CP1” which shall be an Eligible Account. 

       

      On
        each
        Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
        to the Class A Certificates and/or the Mezzanine Certificates, the Trustee
        has
        been directed by the Class C Certificateholders to, and therefore will, deposit
        into the Net WAC Rate Carryover Reserve Account the amounts described in
        Section
        4.01(d)(iv), rather than distributing such amounts to the Class C
        Certificateholders. On each such Distribution Date, the Trustee shall hold
        all
        such amounts for the benefit of the Holders of the Class A Certificates and
        the
        Mezzanine Certificates, and will distribute such amounts to the Holders of
        the
        Class A Certificates and/or the Mezzanine Certificates in the amounts and
        priorities set forth in Section 4.01(e).

       

      On
        or
        after any Distribution Date following the reduction of the aggregate Certificate
        Principal Balance of the Class A and Mezzanine Certificates to zero, any
        amounts
        remaining in the Net WAC Rate Carryover Reserve Account after the payment
        of any
        Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine
        Certificates for such Distribution Date, shall be distributed to the Class
        C
        Certificateholder or their designee.

       

      It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Net WAC Rate Carryover Reserve 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 Net WAC Rate
        Carryover Reserve 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 Net WAC Rate Carryover Reserve Account
        be
        treated as a partnership; provided, that the Trustee shall not be required
        to
        prepare and file partnership tax returns in respect of such partnership unless
        it receives additional reasonable compensation (not to exceed $10,000 per
        year)
        for the preparation of such filings, written notification recognizing the
        creation of a partnership agreement or comparable documentation evidencing
        the
        partnership, if any. The Net WAC Rate Carryover Reserve Account will be an
        “outside reserve fund” within the meaning of Treasury Regulation Section
        1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve
        Account shall be treated as amounts distributed by REMIC 3 to the Holder
        of the
        Class C Interest and by REMIC 4 to the Holders of the Class C Certificates.
        Upon
        the termination of the Trust, or the payment in full of the Class A Certificates
        and the Mezzanine Certificates, all amounts remaining on deposit in the Net
        WAC
        Rate Carryover Reserve Account will be released by the Trust and distributed
        to
        the Class C Certificateholders or their designees. The Net WAC Rate Carryover
        Reserve Account will be part of the Trust but not part of any REMIC and any
        payments to the Holders of the Class A Certificates or the Mezzanine
        Certificates of Net WAC Rate Carryover Amounts will not be payments with
        respect
        to a “regular interest” in a REMIC within the meaning of Code Section
        860(G)(a)(1).

       

      By
        accepting a Class C Certificate, each Class C Certificateholder hereby agrees
        to
        direct the Trustee, and the Trustee hereby is directed, to deposit into the
        Net
        WAC Rate Carryover Reserve Account the amounts described above on each
        Distribution Date as to which there is any Net WAC Rate Carryover Amount
        rather
        than distributing such amounts to the Class C Certificateholders. By accepting
        a
        Class C Certificate, each Class C Certificateholder further agrees that such
        direction is given for good and valuable consideration, the receipt and
        sufficiency of which is acknowledged by such acceptance.

       

      Amounts
        on deposit in the Net WAC Rate Carryover Reserve Account shall remain
        uninvested.

       

      For
        federal tax return and information reporting, the value of the right of the
        Holders of the Class A and the Mezzanine Certificates to receive payments
        from
        the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate
        Carryover Amount shall be de
        minimis.

       

      	SECTION
              4.06.  	
              Distributions
                on the REMIC Regular Interests.

            


       

      (a)  On
        each
        Distribution Date, the Trustee shall cause in the following order of priority,
        the following amounts to be distributed by REMIC 1 to REMIC 2 on account
        of the
        REMIC 1 Regular Interests or withdrawn from the Distribution Account and
        distributed to the Holders of the Class R Certificates (in respect of the
        Class
        R-1 Interest), as the case may be:

       

      (i)  to
        Holders of each of REMIC 1 Regular Interest I, REMIC 1 Regular Interest II
        and
        REMIC 1 Regular Interest I-1-A through I-63-B, pro rata, in an amount equal
        to
        (A) Uncertificated Accrued Interest for such REMIC 1 Regular Interests for
        such
        Distribution Date, plus (B) any amounts payable in respect thereof remaining
        unpaid from previous Distribution Dates;

       

      (ii)  to
        the
        extent of amounts remaining after the distributions made pursuant to clause
        (i)
        above, payments of principal shall be allocated as follows: first, to REMIC
        1
        Regular Interest II in an amount equal to the aggregate principal distributions
        made on the Class A Certificates and the Mezzanine Certificates until the
        Uncertificated Principal Balance REMIC 1 Regular Interest II has been reduced
        to
        zero, second, to REMIC 1 Regular Interest I in an amount equal to the aggregate
        principal distributions made on the Certificates other than the Class A
        Certificates, the Mezzanine Certificates and the Class P Certificates until
        the
        Uncertificated Principal Balance of REMIC 1 Regular Interest I has been reduced
        to zero and third, to REMIC 1 Regular Interest I-1-A through I-63-B, starting
        with the lowest numerical denomination until each such REMIC 1 Regular Interest
        has been reduced to zero, provided that, for REMIC 1 Regular Interests with
        the
        same numerical denomination, such distributions shall be allocated pro rata
        between such REMIC 1 Regular Interests; and

       

      (iii)  to
        the
        Holders of REMIC 1 Regular Interest I-63-A and REMIC 1 Regular Interest I-63-B,
        pro
        rata,
        on each
        Distribution Date, 100% of the amount paid in respect of Prepayment
        Charges.

       

      (b)  On
        each
        Distribution Date, the Trustee shall cause in the following order of priority,
        the following amounts to be distributed by REMIC 2 to REMIC 3 on account
        of the
        REMIC 2 Regular Interests or withdrawn from the Distribution Account and
        distributed to the Holders of the Class R Certificates (in respect of the
        Class
        R-2 Interest), as the case may be: 

       

      (i)  to
        the
        Holders of REMIC 2 Regular Interest LTIO, in an amount equal to (A)
        Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
        Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
        from
        previous Distribution Dates;

       

      (ii)  first,
        to
        Holders of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
        REMIC
        2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
        LTM2,
        REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
        Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
        REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
        Interest LTZZ and REMIC 2 Regular Interest LTP, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Accrued Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
        respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred when
        the
        REMIC 2 Overcollateralized Amount is less than the REMIC 2 Overcollateralization
        Target Amount, by the lesser of (x) the amount of such difference and (y)
        the
        Maximum LTZZ Uncertificated Interest Deferral Amount and such amount shall
        be
        payable to the Holders of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
        Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest
        LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
        2
        Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
        LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
        2
        Regular Interest LTM8 and REMIC 2 Regular Interest LTM9 in the same proportion
        as the Overcollateralization Increase Amount is allocated to the Corresponding
        Certificates and the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTZZ shall be increased by such amount;

       

      (iii)  to
        the
        Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
        of the
        Available Funds for such Distribution Date after the distributions made pursuant
        to clause (i) above, allocated as follows:

       

      (a) 98.00%
        of
        such remainder (other than amounts payable under clause (c) below), to the
        Holders of REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
        until
        the Uncertificated Principal Balance of such REMIC 2 Regular Interest is
        reduced
        to zero, provided, however, that REMIC 2 Regular Interest LTP shall not be
        reduced until the Distribution Date immediately following the expiration
        of the
        latest Prepayment Charge as identified on the Prepayment Charge Schedule
        or any
        Distribution Date thereafter, at which point such amount shall be distributed
        to
        REMIC 2 Regular Interest LTP, until $100 has been distributed pursuant to
        this
        clause;

       

      (b) 2.00%
        of
        such remainder (other than amounts payable under clause (c) below), first,
        to
        the Holders of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1,
        REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2
        Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
        LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC
        2
        Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
        LTM8 and REMIC 2 Regular Interest LTM9, 1.00% of and, in the same proportion
        as
        principal payments are allocated to the Corresponding Certificates, until
        the
        Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
        to zero and second, to the Holders of REMIC 2 Regular Interest LTZZ, 1.00%
        of
        such remainder, until the Uncertificated Principal Balance of such REMIC
        2
        Regular Interest is reduced to zero; and

       

      (c) any
        remaining amount to the Holders of the Class R Certificates (in respect of
        the
        Class R-2 Interest);

       

      provided,
        however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
        attributable to an Overcollateralization Reduction Amount shall be allocated
        to
        Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest
        LTP,
        in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively; provided
        that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
        Date immediately following the expiration of the latest Prepayment Charge
        as
        identified on the Prepayment Charge Schedule or any Distribution Date
        thereafter, at which point such amount shall be distributed to REMIC 2 Regular
        Interest LTP, until $100 has been distributed pursuant to this clause;
        and

       

      (iv)  Notwithstanding
        the distributions described in this Section 4.07, distribution of funds shall
        be
        made only in accordance with Section 4.01.

       

      On
        each
        Distribution Date, 100% of the amounts distributed on REMIC 2 Regular Interest
        LTIO shall be deemed distributed by REMIC 2 to REMIC 3 in respect of the
        Class
        SWAP-IO Interest. Such amounts shall be deemed distributed by REMIC 3 to
        REMIC 6
        in respect of REMIC 6 Regular Interest SWAP-IO. Such amounts shall be deemed
        distributed by REMIC 6 to the Swap Administrator for deposit into the Swap
        Account. 

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of the
        Mortgage Loans received during the related Prepayment Period will be distributed
        by REMIC 2 to the Holders of REMIC 2 Regular Interest LTP. The payment of
        the
        foregoing amounts to the Holders of REMIC 2 Regular Interest LTP shall not
        reduce the Uncertificated Principal Balance thereof.

       

      	SECTION
              4.07.  	
              Allocation
                of Realized Losses.

            


       

      (a)  All
        Realized Losses on the Mortgage Loans allocated to any Regular Certificate
        shall
        be allocated by the Trustee on each Distribution Date as follows: first,
        as
        provided in Section 1.03, to the interest accrued on the Class C Certificates
        after the allocation thereto of certain interest shortfalls as provided in
        Section 1.03; second, to the Class C Certificates (determined for purposes
        of
        this Section 4.07 as the amount by which (A) the aggregate Uncertificated
        Principal Balance of the REMIC 1 Regular Interests immediately preceding
        such
        Distribution Date exceeds (B) the aggregate Certificate Principal Balance
        of the
        Class A Certificates, the Mezzanine Certificates and the Class P Certificates
        immediately preceding such Distribution Date), until the Certificate Principal
        Balance thereof has been reduced to zero; third, to the Class M-9 Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero;
        fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero; fifth, to the Class M-7 Certificates, until
        the Certificate Principal Balance thereof has been reduced to zero; sixth,
        to
        the Class M-6 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; seventh, to the Class M-5 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; eighth, to
        the
        Class M-4 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; ninth,
        to
        the Class M-3 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero;
        tenth,
        to the Class M-2 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero; and eleventh, to the Class M-1 Certificates, until
        the
        Certificate Principal Balance thereof has been reduced to zero. All Realized
        Losses to be allocated to the Certificate Principal Balances of all Classes
        on
        any Distribution Date shall be so allocated after the actual distributions
        to be
        made on such date as provided above. All references above to the Certificate
        Principal Balance of any Class of Certificates shall be to the Certificate
        Principal Balance of such Class immediately prior to the relevant Distribution
        Date, before reduction thereof by any Realized Losses, in each case to be
        allocated to such Class of Certificates, on such Distribution Date.

       

      Any
        allocation of Realized Losses to a Mezzanine Certificate on any Distribution
        Date shall be made by reducing the Certificate Principal Balance thereof
        by the
        amount so allocated; any allocation of Realized Losses to a Class C Certificate
        shall be made by reducing the amount otherwise payable in respect thereof
        pursuant to Section 4.01(d)(v). No allocations of any Realized Losses shall
        be
        made to the Certificate Principal Balances of the Class A Certificates or
        the
        Class P Certificates.

       

      (b)  All
        Realized Losses on the Mortgage Loans shall be deemed to have been allocated
        first, to REMIC 1 Regular Interest II in an amount equal to the aggregate
        Realized Losses allocated to the Class A Certificates and the Mezzanine
        Certificates until the Uncertificated Principal Balance REMIC 1 Regular Interest
        II has been reduced to zero, second, to REMIC 2 Regular Interest I in an
        amount
        equal to the aggregate Realized Losses allocated to the Certificates other
        than
        the Class A Certificates and the Mezzanine Certificates until the Uncertificated
        Principal Balance of REMIC 2 Regular Interest I has been reduced to zero
        and
        third, to REMIC 2 Regular Interest I-1-A through I-63-B, starting with the
        lowest numerical denomination until each such REMIC 1 Regular Interest has
        been
        reduced to zero, provided that, for REMIC 1 Regular Interests with the same
        numerical denomination, such Realized Losses shall be allocated pro rata
        between
        such REMIC 1 Regular Interests.

       

      (b)  All
        Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
        each
        Distribution Date to the following REMIC 2 Regular Interests in the specified
        percentages, as follows: first, to Uncertificated Accrued Interest payable
        to
        the REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to
        an
        aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount, 98%
        and
        2%, respectively; second, to the Uncertificated Principal Balances of the
        REMIC
        2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate
        amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%,
        respectively; third, to the Uncertificated Principal Balances of REMIC 2
        Regular
        Interest LTAA, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest
        LTZZ,
        98%, 1.00%, and 1%, respectively, until the Uncertificated Principal Balance
        of
        REMIC 2 Regular Interest LTM9 has been reduced to zero; fourth, to the
        Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM8 and REMIC 2 Regular Interest LTZZ, 98%, 1.00%, and
        1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM8 has been reduced to zero; fifth, to the Uncertificated Principal
        Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM7
        and
        REMIC 2 Regular Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been
        reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular
        Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; seventh,
        to
        the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM5 has been reduced to zero; eighth, to the Uncertificated Principal
        Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM4
        and
        REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM4 has been
        reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
        Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; tenth,
        to the
        Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM2 has been reduced to zero and eleventh, to the Uncertificated
        Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
        LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1 has been
        reduced to zero.

       

      	SECTION
              4.08.  	
              Swap
                Account.

            


       

      (a)  On
        the
        Closing Date, there is hereby established a separate trust (the “Supplemental
        Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
        Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
        Interest Trust shall be maintained by the Supplemental Interest Trust Trustee.
        No later than the Closing Date, the Supplemental Interest Trust Trustee shall
        establish and maintain a separate, segregated trust account to be held in
        the
        Supplemental Interest Trust, titled, “Swap Account, Wells Fargo Bank, N.A., as
        Supplemental Interest Trust Trustee, in trust for the Swap Provider and the
        registered holders of Option
        One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
        2007-CP1.”
Such
        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 Trustee, in its capacity
        as
        Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts
        therein shall be held uninvested.

       

      (b)  On
        each
        Distribution Date, prior to any distribution to any Certificate, the Trustee
        shall deliver to the Supplemental Interest Trust Trustee for deposit into
        the
        Swap Account: (i) the amount of any Net Swap Payment or Swap Termination
        Payment
        (other than any Swap Termination Payment resulting from a Swap Provider Trigger
        Event) owed to the Swap Provider (after taking into account any upfront payment
        received from the counterparty to a replacement swap agreement) from funds
        collected and received with respect to the Mortgage Loans prior to the
        determination of Available Funds and (ii) amounts received by the Trustee
        from
        the Swap Administrator, for distribution in accordance with Section 4.01(f),
        pursuant to the Swap Administration Agreement, dated as of the Closing Date
        (the
“Swap Administration Agreement”), among Wells Fargo Bank, N.A. in its capacity
        as Supplemental Interest Trustee, Trustee and Swap Administrator and Option
        One
        Mortgage Corporation (in substantially the form attached hereto as Exhibit
        N).
        For federal income tax purposes, any amounts paid to the Swap Provider on
        each
        Distribution Date shall first be deemed paid to the Swap Provider in respect
        of
        the Class SWAP-IO Interest to the extent of the amount distributable on such
        Class SWAP-IO Interest on such Distribution Date, and any remaining amount
        shall
        be deemed paid to the Swap Provider in respect of a Class IO Distribution
        Amount
        (as defined below).

       

      (c)  It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust be disregarded
        as
        an entity separate from the Holder of the Class 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 Supplemental Interest Trust
        for
        federal income tax purposes, in which case it is the intention of the parties
        hereto that, for federal and state income and state and local franchise tax
        purposes, the Supplemental Interest Trust be treated as a partnership; provided,
        that the Trustee shall not be required to prepare and file partnership tax
        returns in respect of such partnership unless it receives additional reasonable
        compensation (not to exceed $10,000 per year) for the preparation of such
        filings, written notification recognizing the creation of a partnership
        agreement or comparable documentation evidencing the partnership, if any.
        The
        Supplemental Interest Trust will be an “outside reserve fund” within the meaning
        of Treasury Regulation Section 1.860G-2(h). 

       

      (d)  To
        the
        extent that the Supplemental Interest Trust is determined to be a separate
        legal
        entity from the Supplemental Interest Trust Trustee, any obligation of the
        Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
        shall
        be deemed to be an obligation of the Supplemental Interest Trust.

       

      (e)  The
        Trustee shall treat the Holders of Certificates (other than the Class P,
        Class
        C, Class R and Class R-X Certificates) as having entered into a notional
        principal contract with respect to the Holders of the Class C Certificates.
        Pursuant to each such notional principal contract, all Holders of Certificates
        (other than the Class P, Class C, Class R and Class R-X Certificates) shall
        be
        treated as having agreed to pay, on each Distribution Date, to the Holder
        of the
        Class C Certificates an aggregate amount equal to the excess, if any, of
        (i) the
        amount payable on such Distribution Date on the REMIC 3 Regular Interest
        corresponding to such Class of Certificates over (ii) the amount payable
        on such
        Class of Certificates on such Distribution Date (such excess, a “Class IO
        Distribution Amount”). A Class IO Distribution Amount payable from interest
        collections shall be allocated pro
        rata
        among
        such Certificates based on the amount of interest otherwise payable to such
        Certificates, and a Class IO Distribution Amount payable from principal
        collections shall be allocated to the most subordinate Class of Certificates
        with an outstanding principal balance to the extent of such balance. In
        addition, pursuant to such notional principal contract, the Holder of the
        Class
        C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
        Amounts to the Holders of the Certificates (other than the Class C, Class
        P,
        Class R and Class R-X Certificates) in accordance with the terms of this
        Agreement. Any payments to the Certificates from amounts deemed received
        in
        respect of this notional principal contract shall not be payments with respect
        to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
        However, any payment from the Certificates (other than the Class C, Class
        P,
        Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
        be
        treated for tax purposes as having been received by the Holders of such
        Certificates in respect of their interests in REMIC 3 and as having been
        paid by
        such Holders to the Swap Administrator pursuant to the notional principal
        contract. Thus, each Certificate (other than the Class P, Class R and Class
        R-X
        Certificates) shall be treated as representing not only ownership of Regular
        Interests in REMIC 3, but also ownership of an interest in, and obligations
        with
        respect to, a notional principal contract.

       

      	SECTION
              4.09.  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments

            


       

      For
        federal income tax purposes, each holder of a Class A or Mezzanine Certificate
        is deemed to own an undivided beneficial ownership interest in a REMIC regular
        interest and the right to receive payments from either the Basis Risk Shortfall
        Reserve Fund or the Supplemental Interest Trust in respect of any Basis Risk
        Shortfall Carry-Forward Amounts or the obligation to make payments to the
        Supplemental Interest Trust. For federal income tax purposes, the Trustee
        will
        account for payments to each Class A and Mezzanine Certificates as follows:
        each
        Class A and Mezzanine Certificate will be treated as receiving their entire
        payment from REMIC 3 (regardless of any Swap Termination Payment or obligation
        under the Swap Agreement) and subsequently paying their portion of any Swap
        Termination Payment in respect of each such Class’ obligation under the Swap
        Agreement. In the event that any such Class is resecuritized in a REMIC,
        the
        obligation under the Swap Agreement to pay any such Swap Termination Payment
        (or
        any shortfall in Swap Provider Fee), will be made by one or more of the REMIC
        Regular Interests issued by the resecuritization REMIC subsequent to such
        REMIC
        Regular Interest receiving its full payment from any such Class A or Mezzanine
        Certificate. Resecuritization of any Class A or Mezzanine Certificate in
        a REMIC
        will be permissible only if the Trustee hereunder is the trustee in such
        resecuritization.

       

      The
        REMIC
        regular interest corresponding to a Class A or Mezzanine Certificate will
        be
        entitled to receive interest and principal payments at the times and in the
        amounts equal to those made on the certificate to which it corresponds, except
        that (i) the maximum interest rate of that REMIC regular interest will equal
        the
        Net WAC Rate computed for this purpose by limiting the Notional Amount of
        the
        Swap Agreement to the aggregate Principal Balance of the Mortgage Loans and
        (ii)
        any Swap Termination Payment will be treated as being payable solely from
        Net
        Monthly Excess Cashflow. As a result of the foregoing, the amount of
        distributions and taxable income on the REMIC regular interest corresponding
        to
        a Class A or Mezzanine Certificate may exceed the actual amount of distributions
        on the Class A or Mezzanine Certificate.

       

      	SECTION
              4.10.  	
              [Reserved].

            


       

      	SECTION
              4.11.  	
              Collateral
                Account

            


       

      The
        Trustee (in its capacity as Supplemental Interest Trust Trustee) is hereby
        directed to perform the obligations of the Custodian as defined under the
        Swap
        Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the
        Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral
        Account shall be held in the name of the Swap Custodian in trust for the
        benefit
        of the Certificateholders. The Swap Collateral Account must be an Eligible
        Account and shall be titled “Swap Collateral Account, Wells Fargo Bank, N.A., as
        Swap Custodian for registered Certificateholders of Option One Mortgage Loan
        Trust 2007-CP1, Asset-Backed Certificates, Series 2007-CP1.”

       

      The
        Swap
        Custodian shall credit to Swap Collateral Account all collateral (whether
        in the
        form of cash or securities) posted by the Swap Provider to secure the
        obligations of the Swap Provider in accordance with the terms of the Interest
        Rate Swap Agreement. Except for investment earnings, the Swap Provider shall
        not
        have any legal, equitable or beneficial interest in the Swap Collateral Account
        other than in accordance with this Agreement, the Interest Rate Swap Agreement
        and applicable law. The Swap Custodian shall maintain and apply all collateral
        and earnings thereon on deposit in the Swap Collateral Account in accordance
        with Swap Credit Support Annex.

       

      Cash
        collateral posted by the Swap Provider in accordance with the Swap Credit
        Support Annex shall be invested at the direction of the Swap Provider in
        Permitted Investments in accordance with the requirements of the Swap Credit
        Support Annex. All amounts earned on amounts on deposit in the Swap Collateral
        Account (whether cash collateral or securities) shall be for the account
        of and
        taxable to the Swap Provider. If no investment direction is provided, such
        amounts shall remain uninvested.

       

      Upon
        the
        occurrence of an Event of Default or Specified Condition (each as defined
        in the
        Interest Rate Swap Agreement) with respect to the Swap Provider or upon
        occurrence or designation of an Early Termination Date (as defined in the
        Interest Rate Swap Agreement) as a result of any such Event of Default or
        Specified Condition with respect to the Swap Provider, and, in either such
        case,
        unless the Swap Provider has paid in full all of its Obligations (as defined
        in
        the Swap Credit Support Annex) that are then due, then any collateral posted
        by
        the Swap Provider in accordance with the Swap Credit Support Annex shall
        be
        applied to the payment of any Obligations due to Party B (as defined in the
        Interest Rate Swap Agreement) in accordance with the Swap Credit Support
        Annex.
        Any excess amounts held in such Swap Collateral Account after payment of
        all
        amounts owing to Party B under the Interest Rate Swap Agreement shall be
        withdrawn from the Swap Collateral Account and paid to the Swap Provider
        in
        accordance with the Swap Credit Support Annex. 

       

      	SECTION
              4.12.  	
              Rights
                and Obligations Under the Interest Rate Swap
                Agreement.

            


       

      In
        the
        event that the Swap Provider fails to perform any of its obligations under
        the
        Interest Rate Swap Agreement (including, without limitation, its obligation
        to
        make any payment or transfer collateral), or breaches any of its representations
        and warranties thereunder, or in the event that any Event of Default,
        Termination Event, or Additional Termination Event (each as defined in the
        Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
        Agreement, the Trustee (in its capacity as Supplemental Interest Trust Trustee)
        shall, promptly following actual notice of such failure, breach or event,
        notify
        the Depositor and send any notices and make any demands, on behalf of the
        Supplemental Interest Trust, required to enforce the rights of the Supplemental
        Interest Trust under the Interest Rate Swap Agreement.

       

      In
        the
        event that the Swap Provider’s obligations are guaranteed by a third party under
        a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
        “Guaranty” and such third party the “Guarantor”), then to the extent that the
        Swap Provider fails to make any payment by the close of business on the day
        it
        is required to make payment under the terms of the Interest Rate Swap Agreement,
        the Trustee (in its capacity as Supplemental Interest Trust Trustee) shall,
        promptly following actual notice of the Swap Provider’s failure to pay, demand
        that the Guarantor make any and all payments then required to be made by
        the
        Guarantor pursuant to such Guaranty; provided, that the Trustee (in its capacity
        as Supplemental Interest Trust Trustee) shall in no event be liable for any
        failure or delay in the performance by the Swap Provider or any Guarantor
        of its
        obligations hereunder or pursuant to the Interest Rate Swap Agreement and
        the
        Guaranty, nor for any special, indirect or consequential loss or damage of
        any
        kind whatsoever (including but not limited to lost profits) in connection
        therewith.

       

      Upon
        an
        early termination of the Interest Rate Swap Agreement other than in connection
        with the optional termination of the Trust, the Trustee (in its capacity
        as
        Supplemental Interest Trust Trustee), at the direction of the Depositor,
        will
        use reasonable efforts to appoint a successor swap provider to enter into
        a new
        interest rate swap agreement on terms substantially similar to the Interest
        Rate
        Swap Agreement, with a successor swap provider meeting all applicable
        eligibility requirements. If the Trustee (in its capacity as Supplemental
        Interest Trust Trustee) receives a termination payment from the Swap Provider
        in
        connection with such early termination, the Trustee (in its capacity as
        Supplemental Interest Trust Trustee) will apply such termination payment
        to any
        upfront payment required to appoint the successor swap provider. If the Trustee
        (in its capacity as Supplemental Interest Trust Trustee) is required to pay
        a
        termination payment to the Swap Provider in connection with such early
        termination, the Trustee (in its capacity as Supplemental Interest Trust
        Trustee) will apply any upfront payment received from the successor swap
        provider to pay such termination payment.

       

      If
        the
        Trustee (in its capacity as Supplemental Interest Trust Trustee) is unable
        to
        appoint a successor swap provider within 30 days of the early termination,
        then
        the Trustee (in its capacity as Supplemental Interest Trust Trustee) will
        deposit any termination payment received from the original Swap Provider
        into a
        separate, non-interest bearing reserve account and will, on each subsequent
        Distribution Date, withdraw from the amount then remaining on deposit in
        such
        reserve account an amount equal to the Net Swap Payment, if any, that would
        have
        been paid to the Trustee (in its capacity as Supplemental Interest Trust
        Trustee) by the original Swap Provider calculated in accordance with the
        terms
        of the original Interest Rate Swap Agreement, and distribute such amount
        in
        accordance with the terms of Section 4.01(f).

       

      Upon
        an
        early termination of the Interest Rate Swap Agreement in connection with
        the
        optional termination of the Trust, if the Trustee (in its capacity as
        Supplemental Interest Trust Trustee) receives a termination payment from
        the
        Swap Provider, such termination payment will be distributed in accordance
        with
        Section 4.01(f).

       

       

       

      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      	SECTION
              5.01.  	
              The
                Certificates.

            


       

      Each
        of
        the Class A Certificates, the Mezzanine Certificates, the Class P Certificates,
        the Class C Certificates and the Residual Certificates shall be substantially
        in
        the forms annexed hereto as exhibits, and shall, on original issue, be executed,
        authenticated and delivered by the Trustee to or upon the order of the Depositor
        concurrently with the sale and assignment to the Trustee of the Trust Fund.
        The
        Class A Certificates and the Mezzanine 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 $1.00 in
        excess
        thereof, except that one Certificate of each such Class of Certificates may
        be
        in a different denomination so that the sum of the denominations of all
        outstanding Certificates of such Class shall equal the Certificate Principal
        Balance or Notional Amount of such Class on the Closing Date. The Class P
        Certificates, the Class C Certificates and the Residual Certificates are
        issuable in any Percentage Interests; provided,
        however,
        that
        the sum of all such percentages for each such Class totals 100% and no more
        than
        ten Certificates of each Class may be issued and outstanding at any one
        time.

       

      The
        Certificates shall be executed on behalf of the Trust by manual or facsimile
        signature on behalf of the Trustee 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 bind the Trust, 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.
        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 Trustee 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.
        Subject to Section 5.02(c), the Class A Certificates and the Mezzanine
        Certificates shall be Book-Entry Certificates. The other Classes of Certificates
        shall not be Book-Entry Certificates.

       

      	SECTION
              5.02.  	
              Registration
                of Transfer and Exchange of Certificates.

            


       

      (a)  The
        Certificate Registrar shall cause to be kept at the Corporate Trust Office
        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 Trustee shall initially serve as Certificate Registrar 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 any office or
        agency of the Certificate Registrar maintained for such purpose pursuant
        to the
        foregoing paragraph and, in the case of a Residual Certificate, upon
        satisfaction of the conditions set forth below, the Trustee on behalf of
        the
        Trust shall execute, 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
        Trustee shall execute on behalf of the Trust and 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 Trustee or the Certificate Registrar)
        be duly endorsed by, or be accompanied by a written instrument of transfer
        satisfactory to the Trustee and the Certificate Registrar duly executed by,
        the
        Holder thereof or his attorney duly authorized in writing. In addition, (i)
        with
        respect to each Class R Certificate, the holder thereof may exchange, in
        the
        manner described above, such Class R Certificate for three separate
        certificates, each representing such holder’s respective Percentage Interest in
        the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest,
        respectively, in each case that was evidenced by the Class R Certificate
        being
        exchanged and (ii) with respect to each Class R-X Certificate, the holder
        thereof may exchange, in the manner described above, such Class R-X Certificate
        for three separate certificates, each representing such holder’s respective
        Percentage Interest in the Class R-4 Interest, the Class R-5 Interest and
        the
        Class R-6 Interest, respectively, in each case that was evidenced by the
        Class
        R-X Certificate being exchanged.

       

      (b)  Except
        as
        provided in paragraph (c) 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 Trustee
        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 Trustee shall for all purposes deal with the Depository as representative
        of
        the Certificate Owners of the 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 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
        and its agents, employees, officers and directors as the absolute owner of
        the
        Certificates for all purposes whatsoever.

       

      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 a 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
        (i)(x)
        the Depository or the Depositor advises the Trustee in writing that the
        Depository is no longer willing or able to discharge properly its
        responsibilities as Depository and (y) the Trustee or the Depositor is unable
        to
        locate a qualified successor or (ii) after the occurrence of a Servicer Event
        of
        Termination, the Certificate Owners of the Book-Entry Certificates representing
        Percentage Interests of such Classes aggregating not less than 51% advise
        the
        Trustee and Depository through the Financial Intermediaries and the Depository
        Participants in writing that the continuation of a book-entry system through
        the
        Depository to the exclusion of definitive, fully registered certificates
        (the
“Definitive Certificates”) to Certificate Owners is no longer in the best
        interests of the Certificate Owners. Upon surrender to the Certificate Registrar
        of the Book-Entry Certificates by the Depository, accompanied by registration
        instructions from the Depository for registration, the Trustee shall, at
        the
        Depositor’s expense, in the case of (ii) above, or the Servicer’s expense, in
        the case of (i) above, execute on behalf of the Trust and authenticate the
        Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
        for any delay in delivery of such instructions and may conclusively rely
        on, and
        shall be protected in relying on, such instructions. Upon the issuance of
        Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
        any 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 Class C, Class P or Residual
        Certificate (the “Private Certificates”) shall be made unless such disposition
        is exempt from the registration requirements of the Securities Act of 1933,
        as
        amended (the “1933 Act”), and any applicable state securities laws or is made in
        accordance with the 1933 Act and laws. In the event of any such transfer
        (other
        than in connection with (i) the initial transfer of any such Certificate
        by the
        Depositor to an Affiliate of the Depositor or, in the case of the Class R-X
        Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
        transfer of any such Class C, Class P or Residual Certificate to the issuer
        under the Indenture or the indenture trustee under the Indenture or (iii)
        a
        transfer of any such Class C, Class P or Residual Certificate from the issuer
        under the Indenture or the indenture trustee under the Indenture to the
        Depositor or an Affiliate of the Depositor), the Trustee and the Certificate
        Registrar shall each require receipt of: (I)(i) if such transfer is purportedly
        being made in reliance upon Rule 144A (as evidenced by the investment letter
        delivered to the Trustee, in substantially the form attached hereto as Exhibit
        J) under the 1933 Act and (ii) in all other cases, an Opinion of Counsel
        satisfactory to it that such transfer may be made without such registration
        (which Opinion of Counsel shall not be an expense of the Depositor, the Trustee,
        the Servicer, in its capacity as such, or the Trust Fund), together with
        copies
        of the written certification(s) of the Certificateholder desiring to effect
        the
        transfer and/or such Certificateholder’s prospective transferee upon which such
        Opinion of Counsel is based, if any; or (II) the Trustee shall require the
        transferor to execute a transferor certificate (in substantially the form
        attached hereto as Exhibit L) and the transferee to execute an investment
        letter
        (in substantially the form attached hereto as Exhibit J) acceptable to and
        in
        form and substance reasonably satisfactory to the Depositor and the Trustee
        certifying to the Depositor and the Trustee the facts surrounding such transfer,
        which investment letter shall not be an expense of the Trustee or the Depositor.
        The Holder of a Class C Certificate, Class P Certificate or Residual Certificate
        desiring to effect such transfer shall, and does hereby agree to, indemnify
        the
        Trustee 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.

       

      Notwithstanding
        the foregoing, in the event of any such transfer of any Ownership Interest
        in
        any Private Certificate that is a Book-Entry Certificate, except with respect
        to
        the initial transfer of any such Ownership Interest by the Depositor, such
        transfer shall be required to be made in reliance upon Rule 144A under the
        1933
        Act, and the transferor will be deemed to have made each of the transferor
        representations and warranties set forth Exhibit L hereto in respect of such
        interest as if it was evidenced by a Definitive Certificate and the transferee
        will be deemed to have made each of the transferee representations and
        warranties set forth Exhibit J hereto in respect of such interest as if it
        was
        evidenced by a Definitive Certificate. The Certificate Owner of any such
        Ownership Interest in any such Book-Entry Certificate desiring to effect
        such
        transfer shall, and does hereby agree to, indemnify the Trustee 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.

       

      No
        transfer of a Residual, Class C or Class P Certificate or any interest therein
        shall be made to any Plan, any Person acting, directly or indirectly, on
        behalf
        of any such Plan or any Person acquiring such Certificates with “Plan Assets” of
        a Plan within the meaning of the Department of Labor regulation promulgated
        at
        29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the
        form of Exhibit K or M, unless the Trustee is provided with an Opinion of
        Counsel for the benefit of the Trust Fund, the Depositor, the Trustee and
        the
        Servicer and on which they may rely, which shall be to the effect that the
        purchase and holding of such Certificates is permissible under applicable
        law,
        shall not constitute or result in any non-exempt prohibited transaction under
        ERISA or Section 4975 of the Code and shall not subject the Depositor, the
        Servicer, the Trustee or the Trust Fund to any obligation or liability
        (including obligations or liabilities under ERISA or Section 4975 of the
        Code)
        in addition to those undertaken in this Agreement, which Opinion of Counsel
        shall not be an expense of the Depositor, the Servicer, the NIMS Insurer,
        the
        Trustee or the Trust Fund. Any transferee of such Book-Entry Certificate
        which
        does not provide such an Opinion of Counsel shall be deemed to represent
        that it
        is not a Plan or acquiring such Certificates with Plan Assets. Neither an
        Opinion of Counsel nor any certification shall be required in connection
        with
        (i) the initial transfer of any such Certificate by the Depositor to an
        affiliate of the Depositor or, in the case of the Class R-X Certificates,
        the
        first transfer by an Affiliate of the Depositor, (ii) the transfer of any
        Class
        C, Class P or Residual Certificate to the issuer under the Indenture or the
        indenture trustee under the Indenture or (iii) a transfer of any Class C,
        Class
        P or Residual Certificate from the issuer under the Indenture or the indenture
        trustee under the Indenture to the Depositor or an Affiliate of the Depositor
        (in which case, the Depositor or any Affiliate thereof shall have deemed
        to have
        represented that it is not purchasing with Plan Assets) and the Trustee shall
        be
        entitled to conclusively rely upon a representation (which, upon the request
        of
        the Trustee, shall be a written representation) from the Depositor of the
        status
        of such transferee as an affiliate of the Depositor.

       

      For
        so
        long as the Supplemental Interest Trust is in existence, each beneficial
        owner
        of a Class A Certificate or a Mezzanine Certificate or any interest therein
        shall be deemed to have represented, by virtue of its acquisition or holding
        of
        the Offered Certificate, or interest therein, that either (i) it is not a
        Plan
        or (ii) (A) it is an accredited investor within the meaning of Prohibited
        Transaction Exemption 2002-41, as amended from time to time (the “Exemption”),
        and (B) the acquisition and holding of such Certificate and the separate
        right
        to receive payments from the Supplemental Interest Trust are eligible for
        the
        exemptive relief available under Prohibited Transaction Class Exemption (“PTCE”)
        95-60 (for transactions by insurance company general accounts), 84-14 (for
        transactions by independent “qualified professional asset managers”), 91-38 (for
        transactions by bank collective investment funds), 90-1 (for transactions
        by
        insurance company pooled separate accounts) or 96-23 (for transactions effected
        by “in-house asset managers”).

       

      Subsequent
        to the termination of the Supplemental Interest Trust, each beneficial owner
        of
        a Mezzanine Certificate or any interest therein shall be deemed to have
        represented, by virtue of its acquisition or holding of that certificate
        or
        interest therein, that either (i) it is not a Plan or a trustee or other
        Person
        acting on behalf of a Plan or using “Plan Assets” to effect such acquisition
        (including any insurance company using funds in its general or separate accounts
        that may constitute “Plan Assets”), (ii) it has acquired and is holding such
        certificate in reliance on the Exemption, and that it understands that there
        are
        certain conditions to the availability of the Exemption, including that the
        certificate must be rated, at the time of purchase, not lower than “BBB-”(or its
        equivalent) by S&P or Moody’s, and the certificate is so rated or (iii) (1)
        it is an insurance company, (2) the source of funds used to acquire or hold
        the
        certificate or interest therein is an “insurance company general account,” as
        such term is defined in PTCE 95-60, and (3) the conditions in Sections I
        and III
        of PTCE 95-60 have been satisfied. 

       

      If
        any
        Certificate or any interest therein is acquired or held in violation of the
        provisions of the preceding paragraphs, the next preceding permitted beneficial
        owner shall be treated as the beneficial owner of that Certificate retroactive
        to the date of transfer to the purported beneficial owner. Any purported
        beneficial owner whose acquisition or holding of any such Certificate or
        interest therein was effected in violation of the provisions of the preceding
        paragraphs shall indemnify and hold harmless the Depositor, the Servicer,
        the
        Trustee, the NIMS Insurer, and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      No
        transfer of any Class C Certificate shall be made unless the proposed transferee
        of such Class C Certificate (1) provides to the Trustee
        and the
        Swap Provider,
        the
        appropriate tax certification forms that would eliminate any withholding
        or
        deduction for taxes from amounts payable by the Swap Provider, pursuant to
        the
        Interest Rate Swap Agreement, to the Supplemental Interest Trust Trustee
        (i.e.,
        IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
        (or any
        successor form thereto), together with any applicable attachments) and (2)
        agrees to update such form (a) upon expiration of any such form, (b) as required
        under then applicable U.S. Treasury regulations and (c) promptly upon learning
        that such form has become obsolete or incorrect, each as a condition to such
        transfer. In addition, no transfer of any Class C Certificate shall be made
        if
        such transfer would cause the Supplemental Interest Trust to be beneficially
        owned by two or more persons for federal income tax purposes, or continue
        to be
        so treated, unless (i) each proposed transferee of such Class C Certificate
        complies with the foregoing conditions, (ii) the proposed majority holder
        of the
        Class C Certificates (or each holder, if there is or would be no majority
        holder) (A) provides, or causes to be provided, on behalf of the Supplemental
        Interest Trust, if applicable, the appropriate tax certification form that
        would
        be required from the Supplemental Interest Trust, as applicable, to eliminate
        any withholding or deduction for taxes from amounts payable by the Swap
        Provider, pursuant to the Interest Rate Swap Agreement, to the Supplemental
        Interest Trust Trustee (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP
        or
        W-8ECI, as applicable (or any successor form thereto), together with any
        applicable attachments) and (B) agrees to update such form (x) upon expiration
        of any such form, (y) as required under then applicable U.S. Treasury
        regulations and (z) promptly upon learning that such form has become obsolete
        or
        incorrect. If, under applicable U.S. Treasury regulations, such tax
        certification form may only be signed by a trustee acting on behalf of the
        Supplemental Interest Trust, then the Supplemental Interest Trust Trustee,
        as
        applicable, shall sign such certification form if so requested by a holder
        of
        the Class C Certificates. 

       

      Upon
        receipt of any tax certification form pursuant to the preceding conditions
        from
        a proposed transferee of any Class C Certificate, the Trustee shall forward
        each
        tax certification form attributable to the Interest Rate Swap Agreement to
        the
        Swap Provider, upon request of the Swap Provider, solely to the extent the
        Swap
        Provider has not received such IRS Form directly from the Holder of the Class
        C
        Certificates. Each Holder of a Class C Certificate by its purchase of such
        Certificate is deemed to consent to any such IRS Form being so forwarded.
        Upon
        the request of the Swap Provider, the Trustee shall be required to forward
        any
        tax certification received by it to the Swap Provider at the last known address
        provided to it, and, subject to Section 8.01, shall not be liable for the
        receipt of such tax certification by the Swap Provider, nor any action taken
        or
        not taken by the Swap Provider with respect to such tax certification. Any
        purported sales or transfers of any Class C Certificate to a transferee which
        does not comply with the requirements of the preceding paragraph shall be
        deemed
        null and void under this Agreement. The Trustee shall have no duty to take
        any
        action to correct any misstatement or omission in any tax certification provided
        to it by the Holder of the Class C Certificates and forwarded to the Swap
        Provider.

       

      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 and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

       

      (ii)  No
        Person
        shall acquire an Ownership Interest in a Residual Certificate unless such
        Ownership Interest is a pro
        rata
        undivided interest.

       

      (iii)  In
        connection with any proposed transfer of any Ownership Interest in a Residual
        Certificate, the Trustee shall as a condition to registration of the transfer,
        require delivery to it, in form and substance satisfactory to it, of each
        of the
        following:

       

      (A) an
        affidavit in the form of Exhibit K hereto from the proposed transferee to
        the
        effect that such transferee is a Permitted Transferee and that it is not
        acquiring its Ownership Interest in the Residual Certificate that is the
        subject
        of the proposed transfer as a nominee, trustee or agent for any Person who
        is
        not a Permitted Transferee; and

       

      (B) a
        covenant of the proposed transferee to the effect that the proposed transferee
        agrees to be bound by and to abide by the transfer restrictions applicable
        to
        the Residual Certificates.

       

      (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 a 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. The Trustee shall be under no liability to any Person for any
        registration of transfer of a Residual Certificate that is in fact not permitted
        by this Section or for making any distributions due on such Residual 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 Trustee received the
        documents specified in clause (iii). The Trustee shall be entitled to recover
        from any Holder of a 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 Trustee
        shall be distributed and delivered by the Trustee to the prior 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
        Trustee 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
        Trustee
        to the previous Holder of such Residual Certificate that is a Permitted
        Transferee, except that in the event that the Trustee 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 Trustee 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 it shall not be liable to any Person having
        an
        Ownership Interest in a 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
        Trustee 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.

       

      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 Trustee
        and
        the NIMS Insurer, in form and substance satisfactory to the Trustee and the
        NIMS
        Insurer, (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 rating of the Certificates and (ii) an Opinion
        of
        Counsel to the effect that such removal will not cause any REMIC created
        hereunder to fail to qualify as a REMIC.

       

      (e)  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
        canceled by the Certificate Registrar and disposed of pursuant to its standard
        procedures.

       

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

            


       

      If
        (i)
        any mutilated Certificate is surrendered to the Certificate Registrar 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,
        the
        Depositor, the NIMS Insurer and the Certificate Registrar such security or
        indemnity as may be required by them to save each of them harmless, then,
        in the
        absence of notice to the Trustee or the Certificate Registrar that such
        Certificate has been acquired by a bona fide purchaser, the Trustee shall
        execute on behalf of the Trust, 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 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 Trustee 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,
        as if originally issued, whether or not the lost, stolen or destroyed
        Certificate shall be found at any time.

       

      	SECTION
              5.04.  	
              Persons
                Deemed Owners.

            


       

      The
        Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
        Registrar, any Paying Agent and any agent of the Servicer, the Depositor,
        the
        Trustee, the NIMS Insurer, the Certificate Registrar, any Paying Agent or
        the
        Trustee 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 4.01 and for all other purposes
        whatsoever, and none of the Servicer, the Trust, the Trustee nor any agent
        of
        any of them shall be affected by notice to the contrary.

       

      	SECTION
              5.05.  	
              Appointment
                of Paying Agent.

            


       

      (a)  The
        Paying Agent shall make distributions to Certificateholders from the
        Distribution Account pursuant to Section 4.01 and shall report the amounts
        of
        such distributions to the Trustee. The duties of the Paying Agent may include
        the obligation (i) to withdraw funds from the Collection Account pursuant
        to
        Section 3.11(a) and for the purpose of making the distributions referred
        to
        above 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. The Paying Agent shall initially be the Trustee.
        The Trustee may appoint a successor to act as Paying Agent, which appointment
        shall be reasonably satisfactory to the Depositor and the NIMS
        Insurer.

       

      (b)  The
        Trustee shall cause the Paying Agent (if other than the Trustee) to execute
        and
        deliver to the Trustee an instrument in which such Paying Agent shall agree
        with
        the Trustee that such Paying Agent shall hold all sums, if any, held by it
        for
        payment to the Certificateholders in trust for the benefit of the
        Certificateholders entitled thereto until such sums shall be paid to such
        Certificateholders and shall agree that it 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
        VI

       

      THE
        SERVICER AND THE DEPOSITOR

       

      	SECTION
              6.01.  	
              Liability
                of the Servicer and the Depositor.

            


       

      The
        Servicer shall be liable in accordance herewith only to the extent of the
        obligations specifically imposed upon and undertaken by Servicer herein.
        The
        Depositor shall be liable in accordance herewith only to the extent of the
        obligations specifically imposed upon and undertaken by the
        Depositor.

       

      	SECTION
              6.02.  	
              Merger
                or Consolidation of, or Assumption of the Obligations of, the Servicer
                or
                the Depositor.

            


       

      Any
        entity into which the Servicer or Depositor may be merged or consolidated,
        or
        any entity resulting from any merger, conversion or consolidation to which
        the
        Servicer or the Depositor shall be a party, or any corporation succeeding
        to the
        business of the Servicer or the Depositor, shall be the successor of the
        Servicer or the Depositor, as the case may be, hereunder, without the execution
        or filing of any paper or any further act on the part of any of the parties
        hereto, anything herein to the contrary notwithstanding; provided,
        however,
        that
        the successor Servicer shall satisfy all the requirements of Section 7.02
        with
        respect to the qualifications of a successor Servicer.

       

      	SECTION
              6.03.  	
              Limitation
                on Liability of the Servicer and Others.

            


       

      Neither
        the Servicer or the Depositor nor any of the directors or officers or employees
        or agents of the Servicer or the Depositor shall be under any liability to
        the
        Trust or the Certificateholders for any action taken or for refraining from
        the
        taking of any action by the Servicer or the Depositor in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided,
        however,
        that
        this provision shall not protect the Servicer, the Depositor or any such
        Person
        against any liability which would otherwise be imposed by reason of its willful
        misfeasance, bad faith or gross negligence in the performance of duties of
        the
        Servicer or the Depositor, as the case may be, or by reason of its reckless
        disregard of its obligations and duties of the Servicer or the Depositor,
        as the
        case may be, hereunder; provided,
        further,
        that
        this provision shall not be construed to entitle the Servicer to indemnity
        in
        the event that amounts advanced by the Servicer to retire any senior lien
        exceed
        Liquidation Proceeds (in excess of related liquidation expenses) realized
        with
        respect to the related Mortgage Loan. The preceding sentence shall not limit
        the
        obligations of the Servicer pursuant to Section 8.05. The Servicer and any
        director or officer or employee or agent of the Servicer may rely in good
        faith
        on any document of any kind prima facie
        properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Servicer and the Depositor, and any director or officer or employee or
        agent
        of the Servicer or the Depositor, shall be indemnified by the Trust and held
        harmless against any loss, liability or expense incurred in connection with
        any
        legal action relating to this Agreement or the Certificates, other than any
        loss, liability or expense related to any specific Mortgage Loan or Mortgage
        Loans (except as any such loss, liability or expense shall be otherwise
        reimbursable pursuant to this Agreement) and any loss, liability or expense
        incurred by reason of its willful misfeasance, bad faith or gross negligence
        in
        the performance of duties hereunder or by reason of its reckless disregard
        of
        obligations and duties hereunder. The Servicer or the Depositor may undertake
        any such action which it may deem necessary or desirable in respect of this
        Agreement, and the rights and duties of the parties hereto and the interests
        of
        the Certificateholders hereunder. In such event, unless the Depositor or
        the
        Servicer acts without the consent of Holders of Certificates entitled to
        at
        least 51% of the Voting Rights, the reasonable legal expenses and costs of
        such
        action and any liability resulting therefrom shall be expenses, costs and
        liabilities of the Trust and the Servicer shall be entitled to be reimbursed
        therefor from the Collection Account as and to the extent provided in Section
        3.11, any such right of reimbursement being prior to the rights of the
        Certificateholders to receive any amount in the Collection Account. The
        Servicer’s right to indemnity or reimbursement pursuant to this Section shall
        survive any resignation or termination of the Servicer pursuant to Section
        6.04
        or 7.01 with respect to any losses, expenses, costs or liabilities arising
        prior
        to such resignation or termination (or arising from events that occurred
        prior
        to such resignation or termination). This paragraph shall apply to the Servicer
        solely in its capacity as Servicer hereunder and in no other capacities.
        Without
        limiting the foregoing, the Servicer shall undertake to defend any claims
        against the Trust Fund, the Trustee and/or itself initiated by a Borrower
        or
        otherwise related to the servicing of any Mortgage Loan.

       

      The
        Servicer (except the Trustee if it is required to succeed the Servicer
        hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer
        and each Certificateholder harmless against any and all claims, losses,
        penalties, fines, forfeitures, reasonable legal fees and related costs,
        judgments, and any other costs, fees and expenses that the Trustee, the
        Depositor, the NIMS Insurer and any Certificateholder may sustain in any
        way
        related to the failure of the Servicer to perform its duties and service
        the
        Mortgage Loans in compliance with the terms of this Agreement. The Servicer
        shall immediately notify the Trustee, the Depositor, the NIMS Insurer and
        each
        Certificateholder if a claim is made that may result in such claims, losses,
        penalties, fines, forfeitures, legal fees or related costs, judgments, or
        any
        other costs, fees and expenses, and the Servicer shall assume (with the consent
        of the Trustee) the defense of any such claim and pay all expenses in connection
        therewith, including reasonable counsel fees, and promptly pay, discharge
        and
        satisfy any judgment or decree which may be entered against the Servicer,
        the
        Trustee, the Depositor, the NIMS Insurer and/or Certificateholder in respect
        of
        such claim. The provisions of this paragraph shall survive the termination
        of
        this Agreement and the payment of the outstanding Certificates.

       

      	SECTION
              6.04.  	
              Servicer
                Not to Resign.

            


       

      Subject
        to the provisions of Section 7.01 and Section 6.02, the Servicer shall not
        resign from the obligations and duties hereby imposed on it except (i) upon
        determination that the performance of its obligations or duties hereunder
        are no
        longer permissible under applicable law or are in material conflict by reason
        of
        applicable law with any other activities carried on by it or its subsidiaries
        or
        Affiliates, the other activities of the Servicer so causing such a conflict
        being of a type and nature carried on by the Servicer or its subsidiaries
        or
        Affiliates at the date of this Agreement or (ii) upon satisfaction of the
        following conditions: (a) the Servicer has proposed a successor servicer
        to the
        Trustee and the NIMS Insurer in writing and such proposed successor servicer
        is
        reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating
        Agency shall have delivered a letter to the Trustee and the NIMS Insurer
        prior
        to the appointment of the successor servicer stating that the proposed
        appointment of such successor servicer as Servicer hereunder will not result
        in
        the reduction or withdrawal of the then current rating of the Certificates;
        provided,
        however,
        that no
        such resignation by the Servicer shall become effective until such successor
        servicer or, in the case of (i) above, the Trustee shall have assumed the
        Servicer’s responsibilities and obligations hereunder or the Trustee shall have
        designated, with the consent of the NIMS Insurer, a successor servicer in
        accordance with Section 7.02. Any such resignation shall not relieve the
        Servicer of responsibility for any of the obligations specified in Sections
        7.01
        and 7.02 as obligations that survive the resignation or termination of the
        Servicer. Any such determination permitting the resignation of the Servicer
        pursuant to clause (i) above shall be evidenced by an Opinion of Counsel
        to such
        effect delivered to the Trustee and the NIMS Insurer. Any such determination
        permitting the resignation of the Servicer shall be evidenced by an Opinion
        of
        Counsel to such effect delivered to the Trustee and the NIMS
        Insurer.

       

      	SECTION
              6.05.  	
              Delegation
                of Duties.

            


       

      In
        the
        ordinary course of business, the Servicer at any time may delegate any of
        its
        duties hereunder to any Person, including any of its Affiliates, who agrees
        to
        conduct such duties in accordance with standards comparable to those set
        forth
        in Section 3.01. Such delegation shall not relieve the Servicer of its
        liabilities and responsibilities with respect to such duties and shall not
        constitute a resignation within the meaning of Section 6.04. Except as provided
        in Section 3.02, no such delegation is permitted that results in the delegee
        subservicing any Mortgage Loans. The Servicer shall provide the Trustee and
        the
        NIMS Insurer with 60 days prior written notice prior to the delegation of
        any of
        its duties to any Person other than any of the Servicer’s Affiliates or their
        respective successors and assigns.

       

      	SECTION
              6.06.  	
              [Reserved].

            


       

      	SECTION
              6.07.  	
              Inspection.

            


       

      The
        Servicer, in its capacity as Originator and Servicer, shall afford the Trustee
        and the NIMS Insurer, upon reasonable advance notice, during normal business
        hours, access to all records maintained by the Servicer in respect of its
        rights
        and obligations hereunder and access to officers of the Servicer responsible
        for
        such obligations. Upon request, the Servicer shall furnish to the Trustee
        and
        the NIMS Insurer its most recent publicly available financial statements
        and
        such other information relating to its capacity to perform its obligations
        under
        this Agreement.

       

       

       

      ARTICLE
        VII

       

      DEFAULT

       

      	SECTION
              7.01.  	
              Servicer
                Events of Termination.

            


       

      (a)  If
        any
        one of the following events (“Servicer Events of Termination”) shall occur and
        be continuing:

       

      (i)  (A)
        The
        failure by the Servicer to make any Advance; or (B) any other failure by
        the
        Servicer to deposit in the Collection Account or Distribution Account any
        deposit required to be made under the terms of this Agreement which continues
        unremedied for a period of one Business Day after the date upon which written
        notice of such failure shall have been given to the Servicer by the Trustee
        or
        to the Trustee by the NIMS Insurer or any Holders of a Regular Certificate
        evidencing at least 25% of the Voting Rights; or

       

      (ii)  The
        failure by the Servicer to make any required Servicing Advance which failure
        continues unremedied for a period of 30 days, or the failure by the Servicer
        duly to observe or perform, in any material respect, any other covenants,
        obligations or agreements of the Servicer as set forth in this Agreement,
        which
        failure continues unremedied for a period of 30 days, after the date (A)
        on
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Servicer by the Trustee or to the Trustee by the NIMS
        Insurer or any Holders of a Regular Certificate evidencing at least 25% of
        the
        Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer
        of the Servicer; or

       

      (iii)  The
        entry
        against the 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
        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 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 Servicer and such decree or order shall have remained
        in force undischarged, unbonded or unstayed for a period of 60 days; or the
        Servicer shall admit in writing its inability to pay its debts generally
        as they
        become due, file a petition to take advantage of any applicable insolvency
        or
        reorganization statute, make an assignment for the benefit of its creditors
        or
        voluntarily suspend payment of its obligations; or

       

      (v)  A
        Delinquency Servicer Termination Trigger has occurred and is
        continuing;

       

      then,
        and
        in each and every such case, so long as a Servicer Event of Termination shall
        not have been remedied within the applicable grace period, (x) with respect
        solely to clause (i)(A) above, if such Advance is not made by 12:00 P.M.,
        New
        York time, on the Business Day immediately following the Servicer Remittance
        Date (provided the Trustee shall give the Servicer notice of such failure
        to
        advance by 5:00 P.M. New York time on the Servicer Remittance Date), the
        Trustee
        shall, at the direction of the NIMS Insurer, terminate all of the rights
        and
        obligations of the Servicer under this Agreement and the Trustee, or a successor
        servicer appointed in accordance with Section 7.02, shall immediately make
        such
        Advance and assume, pursuant to Section 7.02, the duties of a successor
        Servicer, (y) in the case of (i)(B), (ii), (iii) and (iv) above, the Trustee
        shall, at the written direction of the NIMS Insurer or the Holders of each
        Class
        of Regular Certificates evidencing Percentage Interests aggregating not less
        than 51%, by notice then given in writing to the Servicer and to the Trustee
        and
        (z) in the case of (v) above, the Trustee shall, at the direction of the
        NIMS
        Insurer, by notice then given in writing to the Servicer and to the Trustee,
        terminate all of the rights and obligations of the Servicer as servicer under
        this Agreement. Any such notice to the Servicer shall also be given to each
        Rating Agency, the Depositor and the Originator. On or after the receipt
        by the
        Servicer (and by the Trustee if such notice is given by the Holders) of such
        written notice, all authority and power of the 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 pursuant to and under this Section;
        and, without limitation, and the Trustee is hereby authorized and empowered
        to
        execute and deliver, on behalf of the 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 Servicer agrees to
        cooperate with the Trustee (or the applicable successor Servicer) in effecting
        the termination of the responsibilities and rights of the Servicer hereunder,
        including, without limitation, the delivery to the Trustee of all documents
        and
        records requested by it to enable it to assume the Servicer’s functions under
        this Agreement within ten Business Days subsequent to such notice, the transfer
        within one Business Day subsequent to such notice to the Trustee (or the
        applicable successor Servicer) for the administration by it of all cash amounts
        that shall at the time be held by the Servicer and to be deposited by it
        in the
        Collection Account, the Distribution Account, any REO Account or any Servicing
        Account or that have been deposited by the Servicer in such accounts or
        thereafter received by the Servicer with respect to the Mortgage Loans or
        any
        REO Property received by the Servicer. All reasonable costs and expenses
        (including attorneys’ fees) incurred in connection with transferring the
        Mortgage Files to the successor Servicer and amending this Agreement to reflect
        such succession as Servicer pursuant to this Section shall be paid by the
        predecessor Servicer (or if the predecessor Servicer is the Trustee, the
        initial
        Servicer) upon presentation of reasonable documentation of such costs and
        expenses and to the extent not paid by the Servicer, by the Trust.

       

      (b) In
        connection with any failure by the Servicer to make any remittance required
        to
        be made by the Servicer to the Distribution Account pursuant to this Section
        7.01 on the day and by the time such remittance is required to be made under
        the
        terms of this Section 7.01 (without giving effect to any grace or cure period),
        the Servicer shall pay to the Trustee for the account of the Trustee interest
        at
        the Prime Rate on any amount not timely remitted from and including the day
        such
        remittance was required to be made to, but not including, the day on which
        such
        remittance was actually made.

       

      	SECTION
              7.02.  	
              Trustee
                to Act; Appointment of Successor.

            


       

      (a)  From
        the
        time the Servicer (and the Trustee, if notice is sent by the Holders) receives
        a
        notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such
        other successor Servicer as is approved in accordance with this Agreement)
        shall
        be the successor in all respects to the 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 Servicer by the terms and provisions hereof arising
        on and
        after its succession. Notwithstanding the foregoing, the parties hereto agree
        that the Trustee, in its capacity as successor Servicer, immediately will
        assume
        all of the obligations of the Servicer to make advances. Notwithstanding
        the
        foregoing, the Trustee, in its capacity as successor Servicer, shall not
        be
        responsible for the lack of information and/or documents that it cannot obtain
        through reasonable efforts. It is understood and acknowledged by the parties
        hereto that there will be a period of transition (not to exceed 90 days)
        before
        the transition of servicing obligations is fully effective. As compensation
        therefor, the Trustee (or such other successor Servicer) shall be entitled
        to
        such compensation as the 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 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 $50,000,000 as the successor to the Servicer
        hereunder in the assumption of all or any part of the responsibilities, duties
        or liabilities of the Servicer hereunder; provided,
        that
        the appointment of any such successor Servicer shall be approved by the NIMS
        Insurer (such approval not to be unreasonably withheld), as evidenced by
        the
        prior written consent of the NIMS Insurer, and will not result in the
        qualification, reduction or withdrawal of the ratings assigned to the
        Certificates by the Rating Agencies as evidenced by a letter to such effect
        from
        the Rating Agencies. Pending appointment of a successor to the 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 Servicer would otherwise have received pursuant to
        Section 3.18 (or such other compensation as the Trustee and such successor
        shall
        agree, not to exceed the Servicing Fee). The appointment of a successor Servicer
        shall not affect any liability of the predecessor Servicer which may have
        arisen
        under this Agreement prior to its termination as Servicer to pay any deductible
        under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee
        or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Servicer
        be liable for any acts or omissions of the predecessor Servicer or for any
        breach by such 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. All Servicing Transfer Costs shall be paid
        by
        the predecessor Servicer upon presentation of reasonable documentation of
        such
        costs, and if such predecessor Servicer defaults in its obligation to pay
        such
        costs, such costs shall be paid by the successor Servicer or the Trustee
        (in
        which case the successor Servicer or the Trustee, as applicable, shall be
        entitled to reimbursement therefor from the assets of the Trust).

       

      (b)  Any
        successor to the Servicer, including the Trustee, shall during the term of
        its
        service as servicer continue to service and administer the Mortgage Loans
        for
        the benefit of Certificateholders, and maintain in force a policy or policies
        of
        insurance covering errors and omissions in the performance of its obligations
        as
        Servicer hereunder and a Fidelity Bond in respect of its officers, employees
        and
        agents to the same extent as the Servicer is so required pursuant to Section
        3.14.

       

      	SECTION
              7.03.  	
              Waiver
                of Defaults.

            


       

      The
        Majority Certificateholders may, on behalf of all Certificateholders and
        with
        the consent of the NIMS Insurer, waive any events permitting removal of the
        Servicer as servicer pursuant to this Article VII, provided,
        however,
        that
        the Majority Certificateholders may not waive a default in making a required
        distribution on a Certificate without the consent of the Holder of such
        Certificate and the consent of the NIMS Insurer. Upon any waiver of a past
        default, such default shall cease to exist and any Servicer Event of Termination
        arising therefrom shall be deemed to have been remedied for every purpose
        of
        this Agreement. No such waiver shall extend to any subsequent or other default
        or impair any right consequent thereto except to the extent expressly so
        waived.
        Notice of any such waiver shall be given by the Trustee to the Rating Agencies
        and the NIMS Insurer.

       

      	SECTION
              7.04.  	
              Notification
                to Certificateholders.

            


       

      (a)  Upon
        any
        termination or appointment of a successor to the Servicer pursuant to this
        Article VII or Section 6.04, the Trustee shall give prompt written notice
        thereof to the Certificateholders at their respective addresses appearing
        in the
        Certificate Register, the NIMS Insurer and each Rating Agency.

       

      (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 a Servicer Event of
        Termination for five Business Days after a Responsible Officer of the Trustee
        becomes aware of the occurrence of such an event, the Trustee shall transmit
        by
        mail to all Certificateholders and to the NIMS Insurer notice of such occurrence
        unless such default or Servicer Event of Termination shall have been waived
        or
        cured.

       

      	SECTION
              7.05.  	
              Survivability
                of Servicer Liabilities.

            


       

      Notwithstanding
        anything herein to the contrary, upon termination of the Servicer hereunder,
        any
        liabilities of the Servicer which accrued prior to such termination shall
        survive such termination.

       

       

       

      ARTICLE
        VIII

       

      THE
        TRUSTEE

       

      	SECTION
              8.01.  	
              Duties
                of Trustee.

            


       

      The
        Trustee, prior to the occurrence of a Servicer Event of Termination and after
        the curing of all Servicer Events of Termination which may have occurred,
        undertakes to perform such duties and only such duties as are specifically
        set
        forth in this Agreement. If a Servicer Event of Termination has occurred
        (which
        has not been cured) of which a Responsible Officer has 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.

       

      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        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 the Trustee will
        not 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 shall take such action as it deems appropriate
        to
        have the instrument corrected, and if the instrument is not corrected to
        the
        Trustee’s satisfaction, the Trustee will provide notice thereof to the
        Certificateholders and the NIMS Insurer.

       

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

       

      (i)  prior
        to
        the occurrence of a Servicer Event of Termination, and after the curing of
        all
        such Servicer Events of Termination which may have occurred, the duties and
        obligations of the Trustee shall be determined solely by the express provisions
        of this Agreement, the Trustee shall not be liable except for the performance
        of
        such duties and obligations as are specifically set forth in this Agreement,
        no
        implied covenants or obligations shall be read into this Agreement against
        the
        Trustee and, in the absence of bad faith on the part of the Trustee, the
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Trustee and conforming to the requirements of this Agreement;

       

      (ii)  the
        Trustee shall not be personally liable for an error of judgment made in good
        faith by a Responsible Officer of the Trustee, unless it shall be proved
        that
        the Trustee was negligent in ascertaining or investigating the facts related
        thereto;

       

      (iii)  the
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        direction of the NIMS Insurer or the Majority Certificateholders relating
        to the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee, or exercising or omitting to exercise any trust or power conferred
        upon the Trustee, under this Agreement; and

       

      (iv)  the
        Trustee shall not be charged with knowledge of any failure by the Servicer
        to
        comply with the obligations of the Servicer referred to in clauses (i) and
        (ii)
        of Section 7.01(a) unless a Responsible Officer of the Trustee at the Corporate
        Trust Office obtains actual knowledge of such failure or the Trustee receives
        written notice of such failure from the Servicer, the NIMS Insurer or the
        Majority Certificateholders.

       

      The
        Trustee shall not be required to expend or risk its own funds or otherwise
        incur
        financial 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 adequate indemnity against
        such
        risk or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the 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 Servicer in accordance with the terms of this
        Agreement.

       

      	SECTION
              8.02.  	
              Certain
                Matters Affecting the Trustee.

            


       

      Except
        as
        otherwise provided in Section 8.01:

       

      (a)  (i)
        the
        Trustee may request and rely upon, and shall be protected in acting or
        refraining from acting upon, any resolution, Officers’ Certificate, certificate
        of auditors or any other certificate, statement, instrument, opinion, report,
        notice, request, consent, order, appraisal, bond or other paper or document
        reasonably believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties, 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 may
        prescribe;

       

      (ii)  the
        Trustee may consult with counsel and 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 Opinion
        of
        Counsel;

       

      (iii)  the
        Trustee shall be under no 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 the NIMS Insurer, pursuant to the provisions
        of this Agreement, unless such Certificateholders or the NIMS Insurer, as
        applicable, shall have offered to the Trustee reasonable security or indemnity
        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)  the
        Trustee shall not 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)  prior
        to
        the occurrence of a Servicer Event of Termination and after the curing of
        all
        Servicer Events of Termination which may have occurred, the Trustee shall
        not be
        bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, order, approval, bond or other paper or documents, unless
        requested in writing to do so by the NIMS Insurer or the Majority
        Certificateholder; provided,
        however,
        that if
        the payment within a reasonable time to the Trustee of the costs, expenses
        or
        liabilities likely to be incurred by it in the making of such investigation
        is,
        in the opinion of the Trustee, not reasonably assured to the Trustee by the
        security afforded to it by the terms of this Agreement, the Trustee may require
        reasonable indemnity against such cost, expense or liability as a condition
        to
        such proceeding. The reasonable expense of every such examination shall be
        paid
        by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) or,
        if
        paid by the Trustee, shall be reimbursed by the Servicer or the NIMS Insurer
        (if
        requested by the NIMS Insurer) upon demand and, if not reimbursed by the
        Servicer or the NIMS Insurer (if requested by the NIMS Insurer), shall be
        reimbursed by the Trust. Nothing in this clause (v) shall derogate from the
        obligation of the Servicer to observe any applicable law prohibiting disclosure
        of information regarding the Mortgagors;

       

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

       

      (vii)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys or a custodian;
        and

       

      (viii)  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 such
        act.

       

      (b)  The
        Depositor hereby directs the Trustee to execute, deliver and perform its
        obligations under the Interest Rate Swap Agreement (in its capacity as
        Supplemental Interest Trust Trustee) and to appoint to the Swap Administrator,
        pursuant to the Swap Administration Agreement, any rights to receive payments
        from the Swap Provider and the Depositor further directs the Trustee to execute,
        deliver and perform its obligation under the Swap Administration Agreement.
        The
        Seller, the Depositor, the Servicer and the Holders of the Class A Certificates
        and the Mezzanine Certificates by their acceptance of such Certificates
        acknowledge and agree that the Supplemental Interest Trust Trustee shall
        execute, deliver and perform its
        obligations under the Interest Rate Swap Agreement and the Swap Administration
        Agreement and shall do so solely in its capacity as trustee of the Supplemental
        Interest Trust or as Swap Administrator, as the case may be, and not in its
        individual capacity. Every provision of this Agreement relating to the conduct
        or affecting the liability of or affording protection to the Trustee shall
        apply
        to the Supplemental Interest Trust Trustee’s execution of the Interest Rate Swap
        Agreement and the Swap Administration Agreement, and the performance of its
        duties and satisfaction of its obligations thereunder.

       

      (c)  [Reserved].

       

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

            


       

      The
        recitals contained herein and in the Certificates (other than the authentication
        of the Trustee on the Certificates) shall be taken as the statements of the
        Depositor, and the Trustee assumes no responsibility for the correctness
        of the
        same. The Trustee makes no representations as to the validity or sufficiency
        of
        this Agreement or of the Certificates (other than the signature and
        authentication of the Trustee on the Certificates) or of any Mortgage Loan
        or
        related document. The Trustee shall not be accountable for the use or
        application by the Servicer, or for the use or application of any funds paid
        to
        the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
        from
        the Collection Account by the Servicer. The Trustee shall at no time have
        any
        responsibility or liability for or with respect to the legality, validity
        and
        enforceability of 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 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
        Servicer pursuant to Section 7.02); 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 Servicer pursuant to Section
        7.02); the compliance by the Depositor, the Originator, the Seller or the
        Servicer 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 Servicer or any loss resulting therefrom, it being understood that
        the
        Trustee shall remain responsible for any Trust property that it may hold
        in its
        individual capacity; the acts or omissions of any of the Servicer (other
        than if
        the Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
        any Sub-Servicer or any Mortgagor; any action of the Servicer (other than
        if the
        Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
        or
        any Sub-Servicer taken in the name of the Trustee; the failure of the Servicer
        or any Sub-Servicer to act or perform any duties required of it as agent
        of the
        Trustee hereunder; or any action by the Trustee taken at the instruction
        of the
        Servicer (other than if the Trustee shall assume the duties of the Servicer
        pursuant to Section 7.02); 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 pursuant to Section 2.01. The Trustee shall
        have no
        responsibility for filing any financing or continuation statement in any
        public
        office at any time or to otherwise perfect or maintain the perfection of
        any
        security interest or lien granted to it hereunder (unless the Trustee shall
        have
        become the successor Servicer).

       

      	SECTION
              8.04.  	
              Trustee
                May Own Certificates.

            


       

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

       

      	SECTION
              8.05.  	
              Trustee
                Fee and Expenses.

            


       

      (a)  The
        Trustee shall withdraw from the Distribution Account on each Distribution
        Date
        and pay to itself the Trustee Fee. The Trustee shall be reimbursed from the
        Trust Fund for all reasonable expenses, disbursements and advances incurred
        or
        made by the Trustee in accordance with any of the provisions of this Agreement
        (not including expenses, disbursements and advances incurred or made by the
        Trustee including the compensation and the expenses and disbursements of
        its
        agents and counsel, in the ordinary course of the Trustee’s performance in
        accordance with the provisions of this Agreement) up to a limit of $25,000
        per
        calendar year except any such expense, disbursement or advance as may arise
        from
        its negligence or bad faith or which is the responsibility of Certificateholders
        or the Trustee hereunder. In addition, the Trustee and its officers, directors,
        employees and agents shall be entitled to be indemnified for, and held harmless
        by the Trust Fund against, any and all losses, liabilities, damages, claims
        or
        expenses incurred in connection with any legal action relating to this Agreement
        or the Certificates up to a limit of $600,000 per calendar year, other than
        (i)
        any loss, liability or expense incurred by reason of willful misfeasance,
        bad
        faith or negligence of the Trustee in the performance of its duties hereunder
        or
        by reason of the Trustee’s reckless disregard of obligations and duties
        hereunder or (ii) resulting from a breach of the Servicer’s obligations and
        duties under this Agreement and the Mortgage Loans (for which the Servicer
        shall
        indemnify pursuant to Section 8.05(b)). Notwithstanding anything herein to
        the
        contrary, the Trustee shall be reimbursed from the Trust Fund for all Servicing
        Transfer Costs not paid by the Servicer pursuant to Section 7.02(a) and any
        expenses related to “high cost home loans” without regard to any annual
        limitations. This section shall survive termination of this Agreement or
        the
        resignation or removal of any Trustee hereunder.

       

      (b)  The
        Servicer agrees to indemnify the Trustee from, and hold it harmless against,
        any
        loss, liability or expense resulting from a breach of the Servicer’s obligations
        and duties under this Agreement. Such indemnity shall survive the termination
        or
        discharge of this Agreement and the resignation or removal of the Trustee.
        Any
        payment hereunder made by the Servicer to the Trustee shall be from the
        Servicer’s own funds, without reimbursement from the Trust Fund therefor.


       

      (c)  Any
        amounts payable to the Trustee, or any director, officer, employee or agent
        of
        the Trustee in respect of the indemnification provided by this Section 8.05,
        or
        pursuant to any other right of reimbursement from the Trust Fund that the
        Trustee, or any director, officer, employee or agent of the Trustee, may
        have
        hereunder in its capacity as such, may be withdrawn by the Trustee from the
        Distribution Account at any time.

       

      (d)  The
        limitations on the indemnification provided to the Trustee set forth in Section
        8.05(a) above shall remain in effect for so long as any series of notes issued
        pursuant to one or more Indentures, as set forth in Section 1.04 remain
        outstanding.

       

      	SECTION
              8.06.  	
              Eligibility
                Requirements for Trustee.

            


       

      The
        Trustee hereunder shall at all times 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, having a combined
        capital and surplus of at least $50,000,000 and a long-term debt rating of
        at
        least “A-” and a short-term debt rating of at least “A-1” by S&P, if rated
        by S&P, and subject to supervision or examination by federal or state
        authority. 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
        and
        the NIMS Insurer at the time such Trustee is appointed Trustee to the effect
        that the Trust will not be a taxable entity under the laws of such state.
        In
        case at any time the Trustee shall cease to be eligible in accordance with
        the
        provisions of this Section 8.06, the Trustee shall resign immediately in
        the
        manner and with the effect specified in Section 8.07.

       

      	SECTION
              8.07.  	
              Resignation
                or Removal of Trustee.

            


       

      The
        Trustee may at any time resign and be discharged from the trusts hereby created
        by giving written notice thereof to the NIMS Insurer, the Depositor, the
        Servicer and each Rating Agency. Upon receiving such notice of resignation,
        the
        Depositor shall promptly appoint a successor Trustee acceptable to the NIMS
        Insurer by written instrument, in duplicate, one copy of which instrument
        shall
        be delivered to the resigning Trustee and one copy to the successor Trustee.
        If
        no successor Trustee shall have been so appointed and having accepted
        appointment within 30 days after the giving of such notice of resignation,
        the
        resigning Trustee may petition any court of competent jurisdiction for the
        appointment of a successor Trustee.

       

      If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
        Section 8.06 and shall fail to resign after written request therefor by the
        Depositor or the NIMS Insurer or if at any time the Trustee shall be legally
        unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
        of
        the Trustee or of its property shall be appointed, or any public officer
        shall
        take charge or control of the Trustee or of its property or affairs for the
        purpose of rehabilitation, conservation or liquidation, then the Depositor,
        the
        Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the
        Servicer or the NIMS Insurer removes the Trustee under the authority of the
        immediately preceding sentence, the Depositor, with the consent of the NIMS
        Insurer, shall promptly appoint a successor Trustee by written instrument,
        in
        duplicate, one copy of which instrument shall be delivered to the Trustee
        so
        removed and one copy to the successor trustee.

       

      The
        Majority Certificateholders (or the NIMS Insurer upon the failure of the
        Trustee
        to perform its obligations hereunder) may at any time remove the Trustee
        by
        written instrument or instruments delivered to the Servicer, the Depositor
        and
        the Trustee; the Depositor shall thereupon use its best efforts to appoint
        a
        successor trustee acceptable to the NIMS Insurer in accordance with this
        Section.

       

      Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this Section 8.07 shall not become
        effective until acceptance of appointment by the successor Trustee as provided
        in Section 8.08.

       

      Any
        Person appointed as successor trustee pursuant to this Agreement shall also
        be
        required to serve as successor supplemental interest trust trustee under
        the
        Interest Rate Swap Agreement.

       

      	SECTION
              8.08.  	
              Successor
                Trustee.

            


       

      Any
        successor Trustee appointed as provided in Section 8.07 shall execute,
        acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer
        and to
        its predecessor Trustee an instrument accepting such appointment hereunder,
        and
        thereupon the resignation or removal of the predecessor Trustee shall become
        effective, and such successor Trustee, without any further act, deed or
        conveyance, shall become fully vested with all the rights, powers, duties
        and
        obligations of its predecessor hereunder, with like effect as if originally
        named as Trustee. The Depositor, the Servicer and the predecessor Trustee
        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 all such rights, powers, duties and obligations.

       

      No
        successor Trustee shall accept appointment as provided in this Section 8.08
        unless at the time of such acceptance such successor Trustee shall be eligible
        under the provisions of Section 8.06 and the appointment of such successor
        Trustee shall not result in a downgrading of the Regular Certificates by
        either
        Rating Agency, as evidenced by a letter from each Rating Agency.

       

      Upon
        acceptance of appointment by a successor Trustee as provided in this Section
        8.08, the successor Trustee shall mail notice of the appointment of a successor
        Trustee hereunder to all Holders of Certificates at their addresses as shown
        in
        the Certificate Register and to each Rating Agency.

       

      	SECTION
              8.09.  	
              Merger
                or Consolidation of Trustee.

            


       

      Any
        entity into which the Trustee 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 shall be a party, or any entity succeeding
        to
        the business of the Trustee, shall be the successor of the Trustee hereunder,
        provided such entity shall be eligible under the provisions of Section 8.06
        and
        8.08, 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
        or any
        Mortgaged Property may at the time be located, the Depositor and the Trustee
        acting jointly shall have the power and shall execute and deliver all
        instruments to appoint one or more Persons approved by the Trustee and the
        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, and
        to
        vest in such Person or Persons, in such capacity and for the benefit of the
        Certificateholders, such title to the Trust, or any part thereof, and, subject
        to the other provisions of this Section 8.10, such powers, duties, obligations,
        rights and trusts as the Servicer and the Trustee may consider necessary
        or
        desirable. Any such co-trustee or separate trustee shall be subject to the
        written approval of the Servicer and the NIMS Insurer. If the Servicer and
        the
        NIMS Insurer shall not have joined in such appointment within 15 days after
        the
        receipt by it of a request so to do, or in the case a Servicer Event of
        Termination shall have occurred and be continuing, the Trustee alone shall
        have
        the power to make such appointment. No co-trustee or separate trustee hereunder
        shall be required to meet the terms of eligibility as a successor trustee
        under
        Section 8.06, and no notice to Certificateholders of the appointment of any
        co-trustee or separate trustee shall be required under Section 8.08. The
        Servicer shall be responsible for the fees of any co-trustee or separate
        trustee
        appointed hereunder.

       

      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 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 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
        Servicer and the Trustee, acting jointly and with the consent of the NIMS
        Insurer, may at any time accept the resignation of or remove any separate
        trustee or co-trustee except that following the occurrence of a Servicer
        Event
        of Termination, the Trustee acting alone may accept the resignation or remove
        any separate trustee or co-trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the 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 Servicer and the 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 Trustee, not in its individual capacity
        but
        solely as Trustee of the Trust, 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 Trustee 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.

       

      	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, its agents and counsel, be for
        the
        ratable benefit of the Certificateholders in respect of which such judgment
        has
        been recovered.

       

      (b)  The
        Trustee shall afford the Seller, the Originator, the Depositor, the Servicer,
        the NIMS Insurer and each Certificate Owner upon reasonable notice during
        normal
        business hours, 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 Servicer, the NIMS Insurer and any requesting Certificate Owner with
        its
        most recent financial statements. The Trustee shall cooperate fully with
        the
        Seller, the Originator the Servicer, the Depositor and such Certificate Owner
        and shall make available to the Seller, the Originator, the Servicer, the
        Depositor, the NIMS Insurer and such Certificate Owner for review and copying
        such books, documents or records as may be requested with respect to the
        Trustee’s duties hereunder. The Seller, the Originator, the Depositor, the
        Servicer and the Certificate Owners 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.

       

      	SECTION
              8.13.  	
              Suits
                for Enforcement.

            


       

      In
        case a
        Servicer Event of Termination or other default by the Servicer or the Depositor
        hereunder shall occur and be continuing, the Trustee, shall, at the direction
        of
        the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect
        and enforce its rights and the rights of the Certificateholders or the NIMS
        Insurer under this Agreement 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 NIMS 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, 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, or any part thereof,
        may be
        located that the Trustee file any inventory, accounting or appraisal of the
        Trust with any court, agency or body at any time or in any manner
        whatsoever.

       

       

       

      ARTICLE
        IX

       

      REMIC
        ADMINISTRATION

       

      	SECTION
              9.01.  	
              REMIC
                Administration.

            


       

      (a)  REMIC
        elections as set forth in the Preliminary Statement shall be made by the
        Trustee
        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 and residual interest in each
        REMIC shall be as designated in the Preliminary Statement.

       

      (b)  The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 860G(a)(9) of the Code.

       

      (c)  The
        Servicer shall pay any and all tax related expenses (not including taxes)
        of
        each REMIC, including but not limited to any professional fees or expenses
        related to audits or any administrative or judicial proceedings with respect
        to
        each 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 gross negligence or willful misconduct
        of the
        Servicer in fulfilling its duties hereunder. The Servicer shall be entitled
        to
        reimbursement of expenses to the extent provided in clause (i) above from
        the
        Collection Account.

       

      (d)  The
        Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
        and information returns as the direct representative each REMIC created
        hereunder. The expenses of preparing and filing such returns shall be borne
        by
        the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes
        of
        computing any tax reporting, including, but not limited to, the calculation
        of
        the original issue discount.

       

      (e)  The
        Holder of the Residual Certificate at any time holding the largest Percentage
        Interest thereof shall be the “tax matters person” as defined in the REMIC
        Provisions (the “Tax Matters Person”) with respect to the related REMIC and
        shall act as Tax Matters Person for each REMIC. The Trustee, as agent for
        the
        Tax Matters Person, shall perform on behalf of each REMIC all reporting and
        other tax compliance duties that are the responsibility of such REMIC under
        the
        Code, the REMIC Provisions, or other compliance guidance issued by the Internal
        Revenue Service or any state or local taxing authority. Among its other duties,
        if required by the Code, the REMIC Provisions, or other such guidance, the
        Trustee, as agent for the Tax Matters Person, 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 person or organization and (ii) to the Certificateholders such
        information or reports as are required by the Code or REMIC Provisions. The
        Trustee, as agent for the Tax Matters Person, shall represent each REMIC
        in any
        administrative or judicial proceedings relating to an examination or audit
        by
        any governmental taxing authority, request an administrative adjustment as
        to
        any taxable year of any REMIC, enter into settlement agreements with any
        government taxing agency, extend any statute of limitations relating to any
        item
        of any REMIC and otherwise act on behalf of any REMIC in relation to any
        tax
        matter involving the Trust.

       

      (f)  The
        Trustee, the Servicer and the Holders of Certificates shall take any action
        or
        cause the REMIC to take any action necessary to create or maintain the status
        of
        each REMIC as a REMIC under the REMIC Provisions and shall assist each other
        as
        necessary to create or maintain such status. Neither the Trustee, the Servicer
        nor the Holder of any 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 (i) endanger the status of such REMIC as a REMIC or
        (ii)
        result in the imposition of a tax upon such REMIC (including but not limited
        to
        the tax on prohibited transactions as defined in Code Section 860F(a)(2)
        and the
        tax on prohibited contributions set forth on Section 860G(d) of the Code)
        (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
        Insurer and the Servicer 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 endanger such status or result in the imposition of such
        a tax.
        In addition, prior to taking any action with respect to any REMIC created
        hereunder or the assets therein, or causing such REMIC to take any action,
        which
        is not expressly permitted under the terms of this Agreement, any Holder
        of a
        Residual Certificate will consult with the Trustee, the NIMS Insurer and
        the
        Servicer, or their respective designees, in writing, with respect to whether
        such action could cause an Adverse REMIC Event to occur with respect to any
        REMIC, and no such Person shall take any such action or cause any REMIC to
        take
        any such action as to which the Trustee, the NIMS Insurer or the Servicer
        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
        each REMIC created hereunder by federal or state governmental authorities.
        To
        the extent that such Trust taxes are not paid by a Residual Certificateholder,
        the Trustee shall pay any remaining REMIC taxes out of current or future
        amounts
        otherwise distributable to the Holder of the Residual Certificate in the
        REMICs
        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 the related REMIC. Subject to the foregoing, in the
        event
        that a REMIC incurs a state or local tax, including franchise taxes, as a
        result
        of a determination that such REMIC is domiciled in the State of California
        or
        any other state for state tax purposes by virtue of the location of the Servicer
        or any subservicer, the Servicer agrees to pay on behalf of such REMIC when
        due,
        any and all state and local taxes imposed as a result of such a determination,
        in the event that the Holder of the related Residual Certificate fails to
        pay
        such taxes, if any, when imposed.

       

      (h)  The
        Trustee, as agent for the Tax Matters Person, 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.

       

      (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)  Neither
        the Trustee nor the Servicer shall enter into any arrangement by which any
        REMIC
        created hereunder will receive a fee or other compensation for
        services.

       

      (k)  On
        or
        before April 15 of each calendar year beginning in 2007, the Servicer shall
        deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers’
Certificate stating the Servicer’s compliance with the provisions of this
        Section 9.01.

       

      (l)  The
        Trustee will apply for an Employee Identification Number from the Internal
        Revenue Service via a Form SS-4 or other acceptable method for all tax entities
        and shall complete the Form 8811.

       

      	SECTION
              9.02.  	
              Prohibited
                Transactions and Activities.

            


       

      Neither
        the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of any REMIC created hereunder pursuant to Article
        X of
        this Agreement, (iv) a substitution pursuant to Article II of this Agreement
        or
        (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
        nor
        acquire any assets for any REMIC, nor sell or dispose of any investments
        in the
        Distribution Account for gain, nor accept any contributions to either REMIC
        after the Closing Date, unless it and the 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 (a) affect adversely the status of any REMIC created hereunder as
        a
        REMIC or of the interests therein other than the Residual Certificates as
        the
        regular interests therein, (b) affect the distribution of interest or principal
        on the Certificates, (c) result in the encumbrance of the assets transferred
        or
        assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
        or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
        transactions or prohibited contributions pursuant to the REMIC
        Provisions.

       

      	SECTION
              9.03.  	
              Indemnification
                with Respect to Certain Taxes and Loss of REMIC
                Status.

            


       

      (a)  In
        the
        event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or incurs federal, state or local taxes as a result of a prohibited transaction
        or prohibited contribution under the REMIC Provisions due to the grossly
        negligent performance by the Servicer of its duties and obligations set forth
        herein, the Servicer shall indemnify the NIMS Insurer, the Trustee and the
        Trust
        Fund against any and all losses, claims, damages, liabilities or expenses
        (“Losses”) resulting from such negligence; provided,
        however,
        that
        the Servicer shall not be liable for any such Losses attributable to the
        action
        or inaction of the Trustee, the Depositor or the Holder of such Residual
        Certificate, as applicable, nor for any such Losses resulting from
        misinformation provided by the Holder of such Residual Certificate on which
        the
        Servicer has relied. The foregoing shall not be deemed to limit or restrict
        the
        rights and remedies of the Holder of such Residual Certificate now or hereafter
        existing at law or in equity. Notwithstanding the foregoing, however, in
        no
        event shall the Servicer have any liability (1) for any action or omission
        that
        is taken in accordance with and in compliance with the express terms of,
        or
        which is expressly permitted by the terms of, this Agreement, (2) for any
        Losses
        other than arising out of a negligent performance by the Servicer of its
        duties
        and obligations set forth herein, and (3) for any special or consequential
        damages to Certificateholders (in addition to payment of principal and interest
        on the Certificates).

       

      (b)  In
        the
        event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or incurs federal, state or local taxes as a result of a prohibited transaction
        or prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Trustee of its duties and obligations set forth herein,
        the
        Trustee shall indemnify the NIMS Insurer and the Trust Fund against any and
        all
        Losses resulting from such negligence; provided,
        however,
        that
        the Trustee shall not be liable for any such Losses attributable to the action
        or inaction of the Servicer, the Depositor or the Holder of such Residual
        Certificate, as applicable, nor for any such Losses resulting from
        misinformation provided by the Holder of such Residual Certificate on which
        the
        Trustee has relied. The foregoing shall not be deemed to limit or restrict
        the
        rights and remedies of the Holder of such Residual Certificate now or hereafter
        existing at law or in equity. Notwithstanding the foregoing, however, in
        no
        event shall the Trustee have any liability (1) for any action or omission
        that
        is taken in accordance with and in compliance with the express terms of,
        or
        which is expressly permitted by the terms of, this Agreement, (2) for any
        Losses
        other than arising out of a negligent performance by the Trustee of its duties
        and obligations set forth herein, and (3) for any special or consequential
        damages to Certificateholders (in addition to payment of principal and interest
        on the Certificates).

       

       

       

      ARTICLE
        X

       

      TERMINATION

       

      	SECTION
              10.01.  	
              Termination.

            


       

      (a)  The
        respective obligations and responsibilities of the Servicer, the Depositor
        and
        the Trustee created hereby (other than the obligation of the Trustee to make
        certain payments to Certificateholders after the final Distribution Date
        and the
        obligation of the Servicer to send certain notices as hereinafter set forth)
        shall terminate upon notice to the Trustee upon the earliest of (i) the
        Distribution Date on which the Certificate Principal Balances of the Regular
        Certificates have been reduced to zero, (ii) the final payment or other
        liquidation of the last Mortgage Loan in the Trust and (iii) the optional
        purchase by the Servicer or the NIMS Insurer of the Mortgage Loans as described
        below. Notwithstanding the foregoing, in no event shall the trust created
        hereby
        continue beyond the earlier of (a) March 2037 or (b) 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.

       

      The
        Servicer (or if the Servicer elects not to exercise such option, the NIMS
        Insurer) may, at its option (the party exercising such right the “Terminator”),
        terminate this Agreement on any date on which 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) on such date is equal to or less than 10% of the aggregate Cut-off
        Date
        Principal Balance, by purchasing, on the next succeeding Distribution Date,
        all
        of the outstanding Mortgage Loans and REO Properties at a price equal to
        the
        fair market value of the Mortgage Loans and REO Properties (as determined
        by the
        Servicer, if it is the Terminator, the NIMS Insurer, if it is the Terminator
        and, to the extent that the Class A Certificates or a Class of Mezzanine
        Certificates will not receive all amounts owed to it as a result of the
        termination, the Trustee, as of the close of business on the third Business
        Day
        next preceding the date upon which notice of any such termination is furnished
        to the related Certificateholders pursuant to Section 10.01(c)), plus 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
        unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
        to such Mortgage Loans and REO Properties, any accrued unpaid Net WAC Rate
        Carryover Amount, any previously unpaid Allocated Realized Loss Amounts and
        any
        Swap Termination Payment to the Swap Provider 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 (i) the Termination Price is sufficient
        to
        pay all interest accrued on, as well as amounts necessary to retire the
        principal balance of, each class of notes secured by the Class C Certificates
        and the Class P Certificates and issued pursuant to the Indenture and any
        amounts owed to the NIMS Insurer at the time the option is exercised, and
        (ii)
        the fair market value of the Mortgage Loans and REO Properties determined
        as
        provided above is at least equal to the 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. Notwithstanding the foregoing, if
        the
        condition set forth in clause (i) above is satisfied but the condition set
        forth
        in clause (ii) above is not satisfied, then if the Terminator is the Servicer
        or
        the NIMS Insurer, such Terminator may nevertheless exercise such option by
        paying a higher Termination Price equal to the 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 plus 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 unreimbursed
        Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
        Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
        Amount, any previously unpaid Allocated Realized Loss Amounts, provided that
        the
        payment of such higher Termination Price is not prohibited by any regulatory
        institution under whose supervision such Terminator may be conducting its
        business at such time.

       

      In
        connection with any such purchase pursuant to the preceding paragraph, the
        Servicer or the NIMS Insurer, as applicable, shall deposit in the Distribution
        Account all amounts then on deposit in the Collection Account, which deposit
        shall be deemed to have occurred immediately preceding such
        purchase.

       

      Any
        such
        purchase shall be accomplished by deposit into the Distribution Account on
        the
        Determination Date before such Distribution Date of the Termination
        Price.

       

      (b)  In
        connection with any termination pursuant to this Section 10.01(b): 

       

      (i)  At
        least
        twenty (20) days prior to the latest date on which notice of such optional
        termination is required to be mailed to the Certificateholders pursuant to
        Section 10.01(c), the Terminator shall notify in writing (in accordance with
        the
        applicable provision of the Interest Rate Swap Agreement and which may be
        done
        in electronic format) the Swap Provider and the Trustee of the final
        Distribution Date on which the Terminator intends to terminate the Trust
        Fund;

       

      (ii)  No
        later
        than 4:00 pm (New York City time) four (4) Business Days prior to the final
        Distribution Date specified in the notices required pursuant to Section
        10.01(c), the Swap Provider shall notify in writing (which may be done in
        electronic format) both the Terminator and the Trustee of the amount of the
        Estimated Swap Termination Payment; and

       

      (iii)  Three
        (3)
        Business Days prior to the final Distribution Date specified in the notices
        required pursuant to Section 10.01(c), (x) the Terminator shall, no
        later
        than 1:00 pm (New
        York
        City time) on such day, deliver to the Trustee and the Trustee shall deposit
        funds in the Distribution Account in an amount equal to the sum of the
        Termination Price (which shall be based on the Estimated Swap Termination
        Payment), and (y) if the Trustee shall have determined that all of the
        requirements for optional termination have been met, including without
        limitation the deposit required pursuant to the immediately preceding clause
        (x)
        as well as the requirements specified in Section 10.01(c), then the Trustee
        shall, on the same Business Day, provide written notice (which may be done
        in
        electronic format) to the Terminator and the Swap Provider (in accordance
        with
        the applicable provision of the Interest Rate Swap Agreement) confirming
        (a) its
        receipt of the Termination Price (which shall be based on the Estimated Swap
        Termination Payment), and (b) that all other requirements of the optional
        termination have been met (the “Optional Termination Notice”). Upon the delivery
        of the Optional Termination Notice by the Trustee pursuant to the preceding
        sentence, (i) the optional termination shall become irrevocable, (ii) the
        notice
        to Certificateholders of such optional termination provided pursuant to Section
        10.01(c) shall become unrescindable, (iii) the Swap Provider shall determine
        the
        Swap Termination Payment in accordance with the Interest Rate Swap Agreement
        (which shall not exceed the Estimated Swap Termination Payment), and (iv)
        the
        Swap Provider shall provide to the Trustee written notice of the amount of
        the
        Swap Termination Payment not later than two (2) Business Days prior to the
        final
        Distribution Date specified in the notices required pursuant to Section
        10.01(c).

       

      In
        connection with any optional termination, only an amount equal to the Mortgage
        Loan purchase price less any Swap Termination Payment shall be made available
        for distribution to the Regular Certificates. Any Estimated Swap Termination
        Payment deposited into the Distribution Account by the Terminator shall be
        withdrawn by the Trustee from the Distribution Account on the final Distribution
        Date and distributed as follows: (i) to the Supplemental Interest Trust for
        payment to the Swap Provider in accordance with Section 4.08, an amount equal
        to
        the Swap Termination Payment calculated pursuant to the Swap Agreement, provided
        that in no event shall the amount distributed to the Swap Provider in respect
        of
        the Swap Termination Payment exceed the Estimated Swap Termination Payment,
        and
        (ii) to the Terminator, an amount equal to the excess, if any, of the Estimated
        Swap Termination Payment over the Swap Termination Payment. The Swap Termination
        Payment shall not be part of any REMIC and shall not be paid into any account
        which is part of any REMIC.

       

      (c)  Notice
        of
        any termination, 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 Trustee 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 Servicer or the NIMS Insurer,
        by
        letter to the Certificateholders, the Swap Provider and the NIMS Insurer
        mailed
        not earlier than the 15th
        day and
        not later than the 25th
        day of
        the month next 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 Trustee 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 Trustee therein
        specified.

       

      (d)  Upon
        presentation and surrender of the Certificates, the Trustee 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 4.01 for such Distribution Date.
        By
        acceptance of the Residual Certificates, the Holders of the Residual
        Certificates agree, in connection with any termination hereunder, to assign
        and
        transfer any amounts in excess of the par value of the Mortgage Loans, and
        to
        the extent received in respect of such termination, to pay any such amounts
        to
        the Holders of the Class C Certificates.

       

      (e)  In
        the
        event that all Certificateholders shall not surrender their Certificates
        for
        final payment and cancellation on or before such final Distribution Date,
        the
        Trustee 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 Servicing Account for the benefit of
        such
        Certificateholders, and the Servicer (if the Servicer has exercised its right
        to
        purchase the Mortgage Loans), the NIMS Insurer (if the NIMS Insurer has
        exercised its right to purchase the Mortgage Loans) or the Trustee (in any
        other
        case) 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 Class
        R
        Certificateholder shall be entitled to all unclaimed funds and other assets
        which remain subject hereto, and the Trustee upon transfer of such funds
        shall
        be discharged of any responsibility for such funds, and the Certificateholders
        shall look to the Class R Certificateholder for payment.

       

      	SECTION
              10.02.  	
              Additional
                Termination Requirements.

            


       

      (a)  In
        the
        event that the Servicer or the NIMS Insurer exercises its purchase option
        as
        provided in Section 10.01, each REMIC shall be terminated in accordance with
        the
        following additional requirements, unless the Trustee shall have been furnished
        with an Opinion of Counsel to the effect that the failure of the Trust to
        comply
        with the requirements of this Section will not (i) result in the imposition
        of
        taxes on “prohibited transactions” of the Trust as defined in Section 860F of
        the Code or (ii) cause any REMIC constituting part of the Trust Fund to fail
        to
        qualify as a REMIC at any time that any Certificates are
        outstanding:

       

      (i)  Within
        90
        days prior to the final Distribution Date, the Servicer or the NIMS Insurer
        shall adopt and the Trustee shall sign a plan of complete liquidation of
        each
        REMIC created hereunder meeting the requirements of a “Qualified Liquidation”
under Section 860F of the Code and any regulations thereunder; and

       

      (ii)  At
        or
        after the time of adoption of such a plan of complete liquidation and at
        or
        prior to the final Distribution Date, the Trustee shall sell all of the assets
        of the Trust Fund to the Servicer or the NIMS Insurer, as applicable, for
        cash
        pursuant to the terms of the plan of complete liquidation.

       

      (b)  By
        their
        acceptance of Certificates, the Holders thereof hereby agree to appoint the
        Trustee as their attorney in fact to: (i) adopt such a plan of complete
        liquidation (and the Certificateholders hereby appoint the Trustee as their
        attorney in fact to sign such plan) as appropriate and (ii) to take such
        other
        action in connection therewith as may be reasonably required to carry out
        such
        plan of complete liquidation all in accordance with the terms
        hereof.

       

       

       

      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      	SECTION
              11.01.  	
              Amendment.

            


       

      This
        Agreement may be amended from time to time by the Depositor, the Servicer
        and
        the Trustee with the consent of the NIMS Insurer and without the consent
        of the
        Certificateholders (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 amend the provisions of Section 3.22(b) or (iv)
        to
        make any other provisions with respect to matters or questions arising under
        this Agreement which shall not be inconsistent with the provisions of this
        Agreement; provided that such action shall not, as evidenced by either (a)
        an
        Opinion of Counsel delivered to the Trustee or (b) written notice to the
        Depositor, the Servicer and the Trustee from the Rating Agencies 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,
        adversely affect in any material respect the interests of any Certificateholder.
        Neither an Opinion of Counsel nor confirmation from the Rating Agencies will
        be
        required in connection with an amendment to the provisions of Section 3.22(b).
        No amendment shall be deemed to adversely affect in any material respect
        the
        interests of any Certificateholder who shall have consented thereto, and
        no
        Opinion of Counsel or written notice from the Rating Agencies shall be required
        to address the effect of any such amendment on any such consenting
        Certificateholder.

       

      This
        Agreement may also be amended from time to time by the Depositor, the Servicer
        and the Trustee with the consent of the NIMS Insurer and the Holders of
        Certificates entitled to at least 66% of the Voting Rights for the purpose
        of
        adding any provisions to or changing in any manner or eliminating any of
        the
        provisions of this Agreement or of modifying in any manner the rights of
        the
        Swap Provider or Holders of Certificates; provided, however, that no such
        amendment shall (i) reduce in any manner the amount of, or delay the timing
        of,
        payments received on Mortgage Loans which are required to be distributed
        on any
        Certificate without the consent of the Holder of such Certificate, (ii)
        adversely affect in any material respect the interests of the Swap Provider
        or
        Holders of any Class of Certificates (as evidenced by either (a) an Opinion
        of
        Counsel delivered to the Trustee or (b) written notice to the Depositor,
        the
        Servicer and the Trustee from the Rating Agencies 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) in a manner, other
        than as described in (i), or (iii) modify the consents required by the
        immediately preceding clauses (i) and (ii) without the consent of the Holders
        of
        all Certificates then outstanding. Notwithstanding any other provision of
        this
        Agreement, for purposes of the giving or withholding of consents pursuant
        to
        this Section 11.01, Certificates registered in the name of the Depositor
        or the
        Servicer or any Affiliate thereof shall be entitled to Voting Rights with
        respect to matters affecting such Certificates.

       

      Notwithstanding
        any provision of this Agreement to the contrary, the Trustee shall not consent
        to any amendment to this Agreement unless it shall have first received an
        Opinion of Counsel, delivered by (and at the expense of) the Person seeking
        such
        Amendment and satisfactory to the NIMS Insurer, to the effect that such
        amendment will not result in the imposition of a tax on any REMIC created
        hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
        or cause any REMIC created hereunder constituting part of the Trust to fail
        to
        qualify as a REMIC at any time that any Certificates are outstanding and
        that
        the amendment is being made in accordance with the terms hereof.

       

      Notwithstanding
        any of the other provisions of this Section 11.01, none of the parties to
        this
        Agreement shall
        enter into any amendment to this Agreement that could reasonably be expected
        to
        have a material adverse effect on the interests of the Swap Provider
        hereunder
        (excluding, for the avoidance of doubt, any amendment to this Agreement that
        is
        entered into solely for the purpose of appointing a successor servicer, trustee
        or other service provider) without the prior written consent of the Swap
        Provider, which consent shall not be unreasonably withheld, conditioned or
        delayed.

       

      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
        Servicer (but in no event at the expense of the Trustee), otherwise at the
        expense of the Trust, a copy of such amendment and the Opinion of Counsel
        referred to in the immediately preceding paragraph to the Servicer, the NIMS
        Insurer and each Rating Agency.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        11.01
        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 may, but shall not be obligated to, enter into any amendment pursuant
        to
        this Section 11.01 that affects its rights, duties and immunities under this
        Agreement or otherwise.

       

      	SECTION
              11.02.  	
              Recordation
                of Agreement; Counterparts.

            


       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Servicer at the expense
        of
        the Trust, 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.

       

      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
              11.03.  	
              Limitation
                on Rights of Certificateholders.

            


       

      The
        death
        or incapacity of any Certificateholder shall not (i) operate to terminate
        this
        Agreement or the Trust, (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, 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,
        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 have made written request
        upon the Trustee to institute such action, suit or proceeding in its own
        name as
        Trustee hereunder and shall have offered to the Trustee such reasonable
        indemnity as it may require against the costs, expenses and liabilities to
        be
        incurred therein or thereby, and the Trustee for 15 days after its receipt
        of
        such notice, request and offer of indemnity, shall have neglected or refused
        to
        institute any such action, suit or proceeding. It is understood and intended,
        and expressly covenanted by each Certificateholder with every other
        Certificateholder and the Trustee, that no one or more Holders of Certificates
        shall have any right in any manner 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 to obtain or seek to obtain priority over or preference
        to any other such Holder, 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 11.03 each and every Certificateholder and the Trustee shall be entitled
        to such relief as can be given either at law or in equity.

       

      	SECTION
              11.04.  	
              Governing
                Law; Jurisdiction.

            


       

      This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to the conflicts of law provisions thereof, and the
        obligations, rights and remedies of the parties hereunder shall be determined
        in
        accordance with such laws. With respect to any claim arising out of this
        Agreement, each party irrevocably submits to the exclusive jurisdiction of
        the
        courts of the State of New York and the United States District Court located
        in
        the Borough of Manhattan in The City of New York, and each party irrevocably
        waives any objection which it may have at any time to the laying of venue
        of any
        suit, action or proceeding arising out of or relating hereto brought in any
        such
        courts, irrevocably waives any claim that any such suit, action or proceeding
        brought in any such court has been brought in any inconvenient forum and
        further
        irrevocably waives the right to object, with respect to such claim, suit,
        action
        or proceeding brought in any such court, that such court does not have
        jurisdiction over such party, provided that service of process has been made
        by
        any lawful means.

       

      	SECTION
              11.05.  	
              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, by facsimile or by express delivery service,
        to (a)
        in the case of the Originator and/or Servicer, Option One Mortgage Corporation,
        3 Ada, Irvine, California 92618, Attention: Debbie Lonergan, or such other
        address or telecopy number as may hereafter be furnished to the Depositor,
        the
        NIMS Insurer and the Trustee in writing by the Servicer, (b) in the case
        of the
        Trustee, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
        Attention: Client Manager—Option One 2007-CP1, with a copy to Wells Fargo Bank,
        N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
        Option
        One Mortgage Loan Trust Series 2007-CP1, or such other address or telecopy
        number as may hereafter be furnished to the Depositor, the NIMS Insurer and
        the
        Servicer in writing by the Trustee, (c) in the case of the Depositor, Option
        One
        Mortgage Acceptance Corporation, 3 Ada, Irvine, California 92618, Attention:
        Debbie Lonergan, or such other address or telecopy number as may be furnished
        to
        the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor
        and
        (d) in the case of the NIMS Insurer, such address furnished to the Depositor,
        the Servicer, the Trustee and the Guarantor in writing by the NIMS Insurer,
        or
        such other address or telecopy number as may hereafter be furnished to the
        Depositor, the Servicer and the Trustee in writing by the NIMS Insurer. 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 Servicer 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.

       

      	SECTION
              11.06.  	
              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
              11.07.  	
              Article
                and Section References.

            


       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      	SECTION
              11.08.  	
              Notice
                to the Rating Agencies and the NIMS
                Insurer.

            


       

      (a)  Each
        of
        the Trustee and the Servicer shall be obligated to use its best reasonable
        efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer
        with respect to each of the following of which a Responsible Officer of the
        Trustee or Servicer, as the case may be, has actual knowledge:

       

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

       

      (ii)  the
        occurrence of any Servicer Event of Termination that has not been cured or
        waived;

       

      (iii)  the
        resignation or termination of the Servicer or the Trustee;

       

      (iv)  the
        final
        payment to Holders of the Certificates of any Class;

       

      (v)  any
        change in the location of any Account; and

       

      (vi)  if
        the
        Trustee is acting as successor Servicer pursuant to Section 7.02 hereof,
        any
        event that would result in the inability of the Trustee to make
        Advances.

       

      (b)  In
        addition, the Trustee shall promptly make available to each Rating Agency
        copies
        of each Statement to Certificateholders described in Section 4.03 hereof
        and the
        Servicer shall promptly furnish to each Rating Agency copies of the
        following:

       

      (i)  each
        annual statement as to compliance described in Section 3.20 hereof;

       

      (ii)  each
        annual independent public accountants’ servicing report described in Section
        3.21 hereof; and

       

      (iii)  each
        notice delivered pursuant to Section 7.01(a) hereof which relates to the
        fact
        that the Servicer has not made an Advance.

       

      Any
        such
        notice pursuant to this Section 11.08 shall be in writing and shall be deemed
        to
        have been duly given if personally delivered or mailed by first class mail,
        postage prepaid, or by express delivery service to Moody’s Investors Service,
        Inc., 99 Church Street, New York, NY 10007, Attention: MBS Monitoring/Option
        One
        Mortgage Loan Trust 2007-CP1 and Standard & Poor’s Ratings Services, Inc.,
        55 Water Street, New York, New York 10004.

       

      	SECTION
              11.09.  	
              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
              11.10.  	
              Third
                Party Rights.

            


       

      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 have the right to enforce
        the
        provisions of this Agreement.

       

      The
        Swap
        Provider shall be an express third-party beneficiary of this Agreement to
        the
        extent of its express rights to receive any payments under this Agreement
        or any
        other express
        rights of
        the
        Swap Provider explicitly stated in this Agreement,
        and
        shall have the right to enforce such rights under this Agreement as if it
        were a
        party hereto.

       

      	SECTION
              11.11.  	
              Benefits
                of Agreement.

            


       

      Nothing
        in this Agreement or in the Certificates, expressed or implied, shall give
        to
        any Person, other than the Certificateholders, the NIMS Insurer and the parties
        hereto and their successors hereunder, any benefit or any legal or equitable
        right, remedy or claim under this Agreement.

       

      	SECTION
              11.12.  	
              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 and the 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,
        if made in the manner provided in this Section 11.11.

       

      (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
        in
        reliance thereon, whether or not notation of such action is made upon such
        Certificate.

       

      	SECTION
              11.13.  	
              No
                Petition.

            


       

      The
        Depositor, Servicer and the Trustee, by entering into this Agreement and
        each
        Certificateholder, by accepting a Certificate, hereby covenant and agree
        that
        they will not at any time institute against the Trust Fund, or join in any
        institution against the Trust Fund of, any bankruptcy proceedings under any
        United States federal or state bankruptcy or similar law in connection with
        any
        obligations with respect to the Certificates or this Agreement.

      


      	SECTION
              11.14.  	
              Intention
                of the Parties and Interpretation.

            


       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21,
        3.25 and 4.03 of this Agreement is to facilitate compliance by
        the Depositor with the provisions of Regulation AB promulgated by the C
        under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
        from time to time and subject to clarification and interpretive advice as
        may be
        issued by the staff of the Commission from time to time. Therefore, each
        of the
        parties agrees that (a) the obligations of the parties hereunder shall be
        interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
        consistent with any such amendments, interpretive advice or guidance, convention
        or consensus among active participants in the asset-backed securities markets,
        advice of counsel, or otherwise in respect of the requirements of Regulation
        AB,
        (c) the parties shall comply with requests made by the Depositor or Trustee
        for
        delivery of additional or different information as the Depositor or Trustee
        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.

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Servicer and the Trustee 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.

       

      OPTION
        ONE MORTGAGE ACCEPTANCE CORPORATION,

      as
        Depositor


      


      By:
/s/
        Charles R. Fulton

      Name:  Charles
        R. Fulton

      Title:    Assistant
        Secretary
         

      

      


      


      OPTION
        ONE MORTGAGE CORPORATION,

      as
        Servicer


      


      By:
        /s/ Charles
        R. Fulton

      Name:  Charles
        R. Fulton

      Title:    Vice
        President
         

      

      


      


      WELLS
        FARGO BANK, N.A.,

      as
        Trustee


      


      By:
        /s/ Darron
        C.
        Woodus

      Name:  Darron
        C.
        Woodus

      Title:   
        Assistant
        Vice President
         

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


      On
        the
        ______ day of ________________ before me, a notary public in and for said
        State,
        personally appeared __________________ known to me to be a Vice President
        of
        Option One Mortgage Acceptance Corporation, a Delaware corporation, that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      ________________________________

      Notary
        Public

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


       

      On
        the
        ______ day of ________________ before me, a notary public in and for said
        State,
        personally appeared __________________ known to me to be a Vice President
        of
        Option One Mortgage Corporation, a California corporation, that executed
        the
        within instrument, and also known to me to be the person who executed it
        on
        behalf of said corporation, and acknowledged to me that such corporation
        executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      ______________________________

      Notary
        Public

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF MARYLAND

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF BALTIMORE

              	
                )

              	 


      

      


      On
        the
        ______ day of ________________ before me, a notary public in and for said
        State,
        personally appeared __________________, known to me to be a Assistant Vice
        President of Wells Fargo Bank, N.A., a national banking association, that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said association, and acknowledged to me that such
        corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      __________________________________

      Notary
        Public

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    EXHIBIT
      A-1

    


    FORM
      OF
      CLASS I-A-1 CERTIFICATES

    


    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 SUPPLEMENTAL INTEREST TRUST, EACH PURCHASER SHALL BE
      DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $335,983,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $335,983,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AA 4

            
	
              Class

            	
              :

            	
              I-A-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      I-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class I-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class I-A-1 Certificate (obtained by dividing the Denomination
      of this Class I-A-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class I-A-1 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class I-A-1 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each purchaser shall be
      deemed to have made the representations set forth in Section 5.02(d) of the
      Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class I-A-1 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
      Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
      	 	 	 	 	 	 	
              OPTION
                ONE MORTGAGE LOAN TRUST 2007-CP1

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              WELLS
                FARGO BANK, N.A.

              not
                in its individual capacity, but

              solely
                as Trustee

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    
      	
              This
                is one of the Certificates referenced

              in
                the within-mentioned Agreement

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory of

              Wells
                Fargo Bank, N. A.,

              as
                Trustee

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class I-A-1 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    



    EXHIBIT
      A-2

    


    FORM
      OF
      CLASS II-A-1 CERTIFICATES

    


    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 SUPPLEMENTAL INTEREST TRUST, EACH PURCHASER SHALL BE
      DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $128,577,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $128,577,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AB 2

            
	
              Class

            	
              :

            	
              II-A-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      II-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class II-A-1 Certificate (obtained by dividing the
      Denomination of this Class II-A-1 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Option One Mortgage
      Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
      Pooling and Servicing Agreement dated as of February 1, 2007 (the “Agreement”)
      among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and Wells Fargo Bank, N. A., a national banking association, as
      Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Class II-A-1
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Class II-A-1
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each purchaser shall be
      deemed to have made the representations set forth in Section 5.02(d) of the
      Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class II-A-1 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
      Class II-A-1 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-1 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-3

    


    FORM
      OF
      CLASS II-A-2 CERTIFICATES

    


    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 SUPPLEMENTAL INTEREST TRUST, EACH PURCHASER SHALL BE
      DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $83,650,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $83,650,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AC 0

            
	
              Class

            	
              :

            	
              II-A-2

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      II-A-2

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-2 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class A Certificate (obtained by dividing the Denomination
      of
      this Class II-A-2 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N. A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class II-A-2 Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class II-A-2 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each purchaser shall be
      deemed to have made the representations set forth in Section 5.02(d) of the
      Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class II-A-2 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
      Class II-A-2 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-2 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


     

    


     


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS II-A-3 CERTIFICATES

     

    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 SUPPLEMENTAL INTEREST TRUST, EACH PURCHASER SHALL BE
      DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $20,190,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $20,190,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AD 8

            
	
              Class

            	
              :

            	
              II-A-3

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      II-A-3

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-3 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class II-A-3 Certificate (obtained by dividing the
      Denomination of this Class II-A-3 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Option One Mortgage
      Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
      Pooling and Servicing Agreement dated as of February 1, 2007 (the “Agreement”)
      among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and Wells Fargo Bank, N.A., a national banking association, as
      Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Class II-A-3
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Class II-A-3
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each purchaser shall be
      deemed to have made the representations set forth in Section 5.02(d) of the
      Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class II-A-3 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
      Class II-A-3 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-3 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS M-1 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $40,800,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $40,800,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AE 6

            
	
              Class

            	
              :

            	
              M-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-1 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-1 Certificate (obtained by dividing the Denomination
      of this Class M-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-1 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-1 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
      Class M-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-1 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any, and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-2 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

     

    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $52,000,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $52,000,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AF 3

            
	
              Class

            	
              :

            	
              M-2

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-2

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-2 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-2 Certificate (obtained by dividing the Denomination
      of this Class M-2 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-2 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-2 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
      Class M-2 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-2 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-3 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $14,000,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $14,000,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AG 1

            
	
              Class

            	
              :

            	
              M-3

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-3

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-3 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-3 Certificate (obtained by dividing the Denomination
      of this Class M-3 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-3 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-3 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
      Class M-3 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-3 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     

    


    


     


    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-4 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $18,800,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $18,800,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AH 9

            
	
              Class

            	
              :

            	
              M-4

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-4

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-4 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-4 Certificate (obtained by dividing the Denomination
      of this Class M-4 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-4 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-4 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
      Class M-4 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-4 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     

    


     

    


     


    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-5 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $14,400,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $14,400,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AJ 5

            
	
              Class

            	
              :

            	
              M-5

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-5

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-5 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-5 Certificate (obtained by dividing the Denomination
      of this Class M-5 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-5 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-5 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
      Class M-5 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-5 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-6 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $9,600,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $9,600,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AK 2

            
	
              Class

            	
              :

            	
              M-6

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-6

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-6 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-6 Certificate (obtained by dividing the Denomination
      of this Class M-6 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-6 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-6 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
      Class M-6 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-6 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     

    


     

    


     


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-7 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $12,800,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $12,800,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AL 0

            
	
              Class

            	
              :

            	
              M-7

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-7

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-7 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-7 Certificate (obtained by dividing the Denomination
      of this Class M-7 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-7 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-7 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
      Class M-7 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-7 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     

    


     

    


     


    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-8 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $10,800,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $10,800,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AM 8

            
	
              Class

            	
              :

            	
              M-8

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-8

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-8 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-8 Certificate (obtained by dividing the Denomination
      of this Class M-8 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-8 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-8 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
      Class M-8 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-8 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     


    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-9 CERTIFICATES

     

    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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    ANY
      PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      5.02(d)
      OF THE
      POOLING AND SERVICING AGREEMENT.

     

    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”).

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $15,200,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $15,200,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              68402Y
                AN 6

            
	
              Class

            	
              :

            	
              M-9

            
	
              Assumed
                Maturity Date

            	
              :

            	
              March
                2037

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      M-9

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-9 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, 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 Class M-9 Certificate (obtained by dividing the Denomination
      of this Class M-9 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
      Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
      Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-9 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Any
      purchaser shall be deemed to make the representations set forth in Section
      5.02(d) of the Pooling and Servicing Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-9 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
      Class M-9 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-9 Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the aggregate Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the Distribution Date in March
      2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


     


    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS C CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A
      AND THE
      MEZZANINE CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $43,199,991.53

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $43,199,991.53

            
	
              Initial
                Notional Amount of this Certificate

            	
              :

            	
              $799,999,991.53

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Class

            	
              :

            	
              C

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      C

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class C Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class C Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, or the Trustee referred to below or any of their respective
      affiliates.

     

    This
      certifies that Option One Mortgage Capital Corporation is the registered owner
      of the Percentage Interest evidenced by this Class C Certificate (obtained
      by
      dividing the Denomination of this Class C Certificate by the Original Class
      Certificate Principal Balance) in certain distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Option One Mortgage
      Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
      Pooling and Servicing Agreement dated as of February 1, 2007 (the “Agreement”)
      among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and Wells Fargo Bank, N.A., a national banking association, as
      Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Class C
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Class C
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee or the Depositor; or there shall be delivered to the Trustee and the
      Depositor a transferor certificate by the transferor and an investment letter
      shall be executed by the transferee. The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee 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.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class C 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
      Class C Certificate shall not be entitled to any benefit under the Agreement
      or
      be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class C Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
      Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
      may
      purchase, in whole, from the Trust the Mortgage Loans at a purchase price
      determined as provided in the Agreement. In the event that no such optional
      termination occurs, the obligations and responsibilities created by the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
      Date
      in March 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS P CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

            	
              :

            	
              $100.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $100.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Class

            	
              :

            	
              P

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      P

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class P Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class P Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, or the Trustee referred to below or any of their respective
      affiliates.

     

    This
      certifies that Option One Mortgage Capital Corporation is the registered owner
      of the Percentage Interest evidenced by this Class P Certificate (obtained
      by
      dividing the Denomination of this Class P Certificate by the Original Class
      Certificate Principal Balance) in certain distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Option One Mortgage
      Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
      Pooling and Servicing Agreement dated as of February 1, 2007 (the “Agreement”)
      among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and Wells Fargo Bank, N.A., a national banking association, as
      Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Class P
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Class P
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    This
      Certificate does not have a pass-through rate and will be entitled to
      distributions only to the extent set forth in the Agreement.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee or the Depositor; or there shall be delivered to the Trustee and the
      Depositor a transferor certificate by the transferor and an investment letter
      shall be executed by the transferee. The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee 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.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class P 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
      Class P Certificate shall not be entitled to any benefit under the Agreement
      or
      be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class P Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
      Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
      may
      purchase, in whole, from the Trust the Mortgage Loans at a purchase price
      determined as provided in the Agreement. In the event that no such optional
      termination occurs, the obligations and responsibilities created by the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
      Date
      in March 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS R CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
      INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Class

            	
              :

            	
              R

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      R

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that Option One Mortgage Capital Corporation is the registered owner
      of the Percentage Interest evidenced by this Certificate specified above in
      the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Option One Mortgage Acceptance Corporation (the “Depositor”). The Trust was
      created pursuant to a Pooling and Servicing Agreement dated as of February
      1,
      2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
      servicer (the “Servicer”) and Wells Fargo Bank, N.A., a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Corporate Trust Office or the office or agency maintained by the Trustee in
      Minneapolis, Minnesota.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee or the Depositor; or there shall be delivered to the Trustee and the
      Depositor a transferor certificate by the transferor and an investment letter
      shall be executed by the transferee. The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee 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.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    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 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 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. Pursuant to the Agreement, the Trustee
      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.

     

    Reference
      is hereby made to the further provisions of this Class R Certificate set forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


    

    
      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N. A.,

                as
                  Trustee

              


      

      


    

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
      Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
      may
      purchase, in whole, from the Trust the Mortgage Loans at a purchase price
      determined as provided in the Agreement. In the event that no such optional
      termination occurs, the obligations and responsibilities created by the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
      Date
      in March 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    


    


    


     


    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS R-X CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
      INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
      WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	
              First
                Distribution Date

            	
              :

            	
              March
                26, 2007

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Class

            	
              :

            	
              R-X

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Option
      One Mortgage Loan Trust 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

    Class
      R-X

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien,
      adjustable rate mortgage loans (the “Mortgage Loans”)

     

    OPTION
      ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that Option One Mortgage Capital Corporation is the registered owner
      of the Percentage Interest evidenced by this Certificate specified above in
      the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Option One Mortgage Acceptance Corporation (the “Depositor”). The Trust was
      created pursuant to a Pooling and Servicing Agreement dated as of February
      1,
      2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
      servicer (the “Servicer”) and Wells Fargo Bank, N.A., a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Corporate Trust Office or the office or agency maintained by the Trustee in
      Minneapolis, Minnesota.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee or the Depositor; or there shall be delivered to the Trustee and the
      Depositor a transferor certificate by the transferor and an investment letter
      shall be executed by the transferee. The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee 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.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    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 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 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. Pursuant to the Agreement, the Trustee
      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-X
      Certificate in violation of the restrictions mentioned above.

     

    Reference
      is hereby made to the further provisions of this Class R-X Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      February __, 2007

     

    
       

      
        	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE LOAN TRUST 2007-CP1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity, but

                solely
                  as Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N. A.,

                  as
                    Trustee

                


        

        


      

    

     

     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R-X Certificate]

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1

    Asset-Backed
      Certificates,

    Series
      2007-CP1

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series
      2007-CP1 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust 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 Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day then the first Business
      Day following such Distribution Date (the “Distribution Date”), commencing on
      the first Distribution Date specified on the face hereof, to the Person in
      whose
      name this Certificate is registered at the close of business on the applicable
      Record Date in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      Holders of Certificates of the Class to which this Certificate belongs on such
      Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office or agency of the
      Trustee 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 and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIMs Insurer,
      if
      any and of 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, but with the consent of the NIMS Insurer, if any.

     

    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 Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent
      or the Trustee may treat the Person, including a Depository, in whose name
      any
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
      Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
      may
      purchase, in whole, from the Trust the Mortgage Loans at a purchase price
      determined as provided in the Agreement. In the event that no such optional
      termination occurs, the obligations and responsibilities created by the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
      Date
      in March 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

            	 	 


    

    




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [Reserved]

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    

      


      
        

        

      

       

      


       

      OPTION
        ONE MORTGAGE CORPORATION,

       

      as
        Originator and Seller,

       

      OPTION
        ONE MORTGAGE CAPITAL CORPORATION,

       

      as
        Obligor and Seller

       

      OPTION
        ONE OWNER TRUST 2001-1A,

      


      OPTION
        ONE OWNER TRUST 2001-2,

       

      OPTION
        ONE OWNER TRUST 2002-3,

       

      OPTION
        ONE OWNER TRUST 2003-4,

       

      OPTION
        ONE OWNER TRUST 2003-5,

       

      OPTION
        ONE OWNER TRUST 2005-6,

       

      OPTION
        ONE OWNER TRUST 2005-7,

       

      OPTION
        ONE OWNER TRUST 2005-8,

       

      OPTION
        ONE OWNER TRUST 2005-9,

       

      OPTION
        ONE OWNER TRUST 2007-5A

       

      as
        Sellers

       

      and

       

      OPTION
        ONE MORTGAGE ACCEPTANCE CORPORATION,

       

      as
        Purchaser

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      Dated
        as
        of February 15, 2007

       

      


       

      Adjustable
        Rate Mortgage Loans

       

      Option
        One Mortgage Loan Trust 2007-CP1

      Asset-Backed
        Certificates, Series 2007-CP1

      


      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Table
        of Contents

       

      
        	
                ARTICLE
                  I.

              
	
                DEFINITIONS

              
	
                Section
                  1.01

              	
                Definitions

              
	 	 
	
                ARTICLE
                  II.

              
	
                SALE
                  OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

              
	
                Section
                  2.01

              	
                Sale
                  of Mortgage Loans

              
	
                Section
                  2.02

              	
                Obligations
                  of the Originator Upon Sale

              
	
                Section
                  2.03

              	
                Payment
                  of Purchase Price for the Mortgage Loans.

              
	 	 
	
                ARTICLE
                  III.

              
	
                REPRESENTATIONS
                  AND WARRANTIES; REMEDIES FOR BREACH

              
	
                Section
                  3.01

              	
                Representations
                  and Warranties Relating to the Mortgage Loans.

              
	
                Section
                  3.02

              	
                Originator
                  Representations And Warranties Relating to The
                  Originator

              
	
                Section
                  3.03

              	
                Obligor
                  Representations And Warranties Relating to The Obligor

              
	
                Section
                  3.04

              	
                Seller
                  Trust Representations And Warranties

              
	
                Section
                  3.05

              	
                Remedies
                  For Breach of Representations And Warranties

              
	 	 
	
                ARTICLE
                  IV.

              
	
                ORIGINATOR'S
                  COVENANTS

              
	
                Section
                  4.01

              	
                Covenants
                  of The Originator

              
	 	 
	
                ARTICLE
                  V.

              
	
                INDEMNIFICATION
                  WITH RESPECT TO THE MORTGAGE LOANS

              
	
                Section
                  5.01

              	
                Indemnification.

              
	 	 
	
                ARTICLE
                  VI.

              
	
                TERMINATION

              
	
                Section
                  6.01

              	
                Termination

              
	 	 
	
                ARTICLE
                  VII.

              
	
                MISCELLANEOUS
                  PROVISIONS

              
	
                Section
                  7.01

              	
                Amendment

              
	
                Section
                  7.02

              	
                Governing
                  Law

              
	
                Section
                  7.03

              	
                Notices

              
	
                Section
                  7.04

              	
                Severability
                  of Provisions

              
	
                Section
                  7.05

              	
                Counterparts

              
	
                Section
                  7.06

              	
                Further
                  Agreements

              
	
                Section
                  7.07

              	
                Intention
                  of The Parties

              
	
                Section
                  7.08

              	
                Successors
                  And Assigns, Assignment of Purchase Agreement

              
	
                Section
                  7.09

              	
                Survival

              
	
                Section
                  7.10

              	
                Owner
                  Trustee

              
	 	 
	 	 
	 	 
	
                SCHEDULES

              	 
	 	 
	
                SCHEDULE
                  I

              	
                MORTGAGE
                  LOANS OWNED BY ORIGINATOR

              
	
                SCHEDULE
                  II

              	
                MORTGAGE
                  LOANS OWNED BY OBLIGOR

              
	
                SCHEDULE
                  III

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A

              
	
                SCHEDULE
                  IV

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2

              
	
                SCHEDULE
                  V

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3

              
	
                SCHEDULE
                  VI

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4

              
	
                SCHEDULE
                  VII

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5

              
	
                SCHEDULE
                  VIII

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6

              
	
                SCHEDULE
                  IX

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7

              
	
                SCHEDULE
                  X

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8

              
	
                SCHEDULE
                  XI

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9

              
	
                SCHEDULE
                  XII

              	
                MORTGAGE
                  LOANS OWNED BY OPTION ONE OWNER TRUST
                  2007-5A

              


      

      


      



      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of February 15, 2007 (the “Agreement”), among
        Option One Mortgage Corporation (the “Originator”), Option One Mortgage Capital
        Corporation (the “Obligor”), Option One Owner Trust 2001-1A (“Seller Trust 1A”),
        Option One Owner Trust 2001-2 (“Seller Trust 2”), Option One Owner Trust 2002-3
        (“Seller Trust 3”), Option One Owner Trust 2003-4 (“Seller Trust 4”), Option One
        Owner Trust 2003-5 (“Seller Trust 5”), Option One Owner Trust 2005-6 (“Seller
        Trust 6”), Option One Owner Trust 2005-7 (“Seller Trust 7”), Option One Owner
        Trust 2005-8 (“Seller Trust 8”), Option One Owner Trust 2005-9 (“Seller Trust
        9”) and Option One Owner Trust 2007-5A (“Seller Trust 5A”; each of Seller Trust
        1A, Seller Trust 2, Seller Trust 3, Seller Trust 4, Seller Trust 5, Seller
        Trust
        6, Seller Trust 7, Seller Trust 8, Seller Trust 9 and Seller Trust 5A, a
“Seller
        Trust” and collectively the “Seller Trusts”) (the Originator, the Obligor, each
        Seller Trust a “Seller” and collectively the “Sellers”) and Option One Mortgage
        Acceptance Corporation (the “Purchaser”).

       

      W
        I T
        N E S S E T H

       

      WHEREAS,
        each Seller is the owner of (a) the notes or other evidence of indebtedness
        (the
“Mortgage Notes”) so indicated on the applicable Schedule hereto referred to
        below and (b) the other documents or instruments constituting the Mortgage
        File
        (collectively, the “Mortgage Loans”); and

       

      WHEREAS,
        the Sellers, as of the date hereof, own the mortgages (the “Mortgages”) on the
        properties (the “Mortgaged Properties”) securing such Mortgage Loans, including
        rights to (a) any property acquired by foreclosure or deed in lieu of
        foreclosure or otherwise and (b) the proceeds of any insurance policies covering
        the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage
        Loans; and

       

      WHEREAS,
        the parties hereto desire that the Sellers sell the Mortgage Loans to the
        Purchaser pursuant to the terms of this Agreement; and

       

      WHEREAS,
        each Seller Trust is an indirect subsidiary of the Originator and the Originator
        is the administrator of each Seller Trust; and

       

      WHEREAS,
        the Originator originated or acquired the Mortgage Loans and subsequently
        sold
        the Mortgage Loans to the applicable Seller Trust; and

       

      WHEREAS,
        pursuant to the terms of a Pooling and Servicing Agreement dated as of February
        1, 2007 (the “Pooling and Servicing Agreement”) among the Purchaser as
        depositor, the Originator as servicer and Wells Fargo Bank, N.A. as trustee
        (the
“Trustee”), the Purchaser will convey the Mortgage Loans to Option One Mortgage
        Loan Trust 2007-CP1 (the “Trust”); and

       

      WHEREAS,
        each of the Originator and the Obligor is obligated, in connection with the
        transactions contemplated by this Agreement, to make certain representations,
        warranties and covenants with respect to itself and the Mortgage Loans;
        and

       

      WHEREAS,
        each Seller Trust is obligated, in connection with the transactions contemplated
        by this Agreement, to make certain representations, warranties and covenants
        with respect to itself.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, the
        parties hereto agree as follows:

       

      ARTICLE
        I.

       

      DEFINITIONS

       

      Section
        1.01  Definitions.
        All
        capitalized terms used but not defined herein and below shall have the meanings
        assigned thereto in the Pooling and Servicing Agreement.

       

      “ORIGINATOR
        INFORMATION”: The information in the Prospectus Supplement as follows: under
“SUMMARY OF TERMS—Mortgage Loans”, the first sentence under the fourth bullet
        point under “RISK FACTORS—Unpredictability of Prepayments and Effect on Yields,”
the first two sentences under “RISK FACTORS— Delinquency Status of the Mortgage
        Loans,” the first sentence under “RISK FACTORS—Interest Only Mortgage Loans”,
        the second sentence under the third bullet point under “RISK FACTORS—Interest
        Generated by the Mortgage Loans May Be Insufficient to Maintain
        Overcollateralization”, the second sentence under “RISK FACTORS—High
        Loan-to-Value Ratios Increase Risk of Loss”, the third sentence under “RISK
        FACTORS—Balloon Loan Risk”, the first two sentences under “RISK
        FACTORS—Simultaneous Second Lien Risk”, “THE MORTGAGE POOL”, “THE ORIGINATOR AND
        SPONSOR”, and the first sentence of the seventh paragraph under “YIELD,
        PREPAYMENT AND MATURITY CONSIDERATIONS”.

       

      ARTICLE
        II.

       

      SALE
        OF
        MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

       

      Section
        2.01  Sale
        of Mortgage Loans.
        The
        applicable Seller, concurrently with the execution and delivery of this
        Agreement, does hereby sell, and in connection therewith hereby assigns to
        the
        Purchaser, effective as of the Closing Date, without recourse, (i) all of
        its
        right, title and interest in and to each Mortgage Loan identified on the
        related
        Schedule, including the related Cut-off Date Principal Balance, all interest
        accruing thereon on and after the Cut-off Date and all collections in respect
        of
        interest and principal due after the Cut-off Date; (ii) property which secured
        such Mortgage Loan and which has been acquired by foreclosure or deed in
        lieu of
        foreclosure; (iii) its interest in any insurance policies in respect of the
        Mortgage Loans and (iv) all proceeds of any of the foregoing. In addition
        to the
        sale of the Mortgage Loans, the Originator will direct the Trustee to enter
        into
        the Interest Rate Swap Agreement and Swap Administration Agreement on behalf
        of
        the Trust. 

       

      Section
        2.02  Obligations
        of the Originator Upon Sale.
        In
        connection with any transfer pursuant to Section 2.01 hereof, the Originator
        further agrees, at its own expense on or prior to the Closing Date, (a) to
        cause
        its books and records and the books and records of each Seller Trust, to
        indicate that the Mortgage Loans have been sold to the Purchaser pursuant
        to
        this Agreement and (b) to deliver to the Purchaser and the Trustee a computer
        file containing a true and complete list of all such Mortgage Loans specifying
        for each such Mortgage Loan, as of the Cut-off Date (i) its account number
        and
        (ii) the Cut-off Date Principal Balance. Such files, which form a part of
        Exhibit D to the Pooling and Servicing Agreement, shall also be marked as
        Schedules I-XII to this Agreement and are hereby incorporated into and made
        a
        part of this Agreement.

       

      In
        connection with any conveyance by the Sellers, the Originator shall on behalf
        of
        the Purchaser deliver to, and deposit with the Trustee, as assignee of the
        Purchaser, on or before the Closing Date, the following documents or instruments
        with respect to each Mortgage Loan:

       

      (i)  the
        original Mortgage Note, endorsed either (A) in blank, in which case the Trustee
        shall cause the endorsement to be completed or (B) in the following form:
“Pay
        to the order of Wells Fargo Bank, N.A., as Trustee, 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; provided,
        however,
        that
        such substitutions of Lost Note Affidavits for original Mortgage Notes may
        occur
        only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
        Balance of which is less than or equal to 1.00% of the Pool Balance as of
        the
        Cut-off Date;

       

      (ii)  the
        original Mortgage 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;

       

      (iii)  an
        original Assignment of Mortgage, in form and substance acceptable for recording.
        The Mortgage shall be assigned either (A) in blank or (B) to “Wells Fargo Bank,
        N.A., as Trustee, without recourse”;

       

      (iv)  an
        original of any intervening assignment of Mortgage showing a complete chain
        of
        assignments;

       

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

       

      (vi)  the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any.

       

      The
        Originator hereby confirms to the Purchaser and the Trustee that it has caused
        the appropriate entries to be made in its general accounting records to indicate
        that such Mortgage Loans have been transferred to the Trustee and constitute
        part of the Trust in accordance with the terms of the Pooling and Servicing
        Agreement.

       

      If
        any of
        the documents referred to in Section 2.02(ii), (iii) or (iv) above has as
        of the
        Closing Date been submitted for recording but either (x) has not been returned
        from the applicable public recording office or (y) has been lost or such
        public
        recording office has retained the original of such document, the obligations
        of
        the Originator to deliver such documents shall be deemed to be satisfied
        upon
        (1) delivery to the Trustee or the Custodian no later than the Closing Date,
        of
        a copy of each such document certified by the Originator in the case of (x)
        above or the applicable public recording office in the case of (y) above
        to be a
        true and complete copy of the original that was submitted for recording and
        (2)
        if such copy is certified by the Originator, delivery to the Trustee or the
        Custodian, promptly upon receipt thereof of either the original or a copy
        of
        such document certified by the applicable public recording office to be a
        true
        and complete copy of the original. If the original lender's title insurance
        policy, or a certified copy thereof, was not delivered pursuant to Section
        2.02(v) above, the Originator shall deliver or cause to be delivered to the
        Trustee or the Custodian, 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 or the Custodian, promptly upon receipt thereof. The Originator
        shall deliver or cause to be delivered to the Trustee or the Custodian promptly
        upon receipt thereof any other documents constituting a part of a Mortgage
        File
        received with respect to any Mortgage Loan, including, but not limited to,
        any
        original documents evidencing an assumption or modification of any Mortgage
        Loan.

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Originator shall have 120
        days
        to cure such defect or deliver such missing document to the Purchaser. If
        the
        Originator does not cure such defect or deliver such missing document within
        such time period, the Obligor shall either repurchase or substitute for such
        Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing
        Agreement.

       

      The
        Purchaser hereby acknowledges its acceptance of all right, title and interest
        to
        the Mortgage Loans and other property, now existing and hereafter created,
        conveyed to it pursuant to Section 2.01.

       

      The
        parties hereto intend that the transaction set forth herein be a sale by
        the
        Sellers to the Purchaser of all the applicable Seller’s right, title and
        interest in and to the related Mortgage Loans and other property described
        above. In the event the transaction set forth herein is deemed not to be
        a sale,
        each Seller hereby grants to the Purchaser a security interest in all of
        such
        Seller's right, title and interest in, to and under the related Mortgage
        Loans
        and other property described above, whether now existing or hereafter created,
        to secure all of such Seller's obligations hereunder; and this Agreement
        shall
        constitute a security agreement under applicable law.

       

      The
        Originator shall cause the Assignments which were delivered in blank to be
        completed and shall cause all Assignments referred to in Section 2.02(iii)
        hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
        The Originator shall be required to deliver such Assignments for recording
        within 90 days of the Closing Date. Notwithstanding the foregoing, however,
        for
        administrative convenience and facilitation of servicing and to reduce closing
        costs, the Assignments of Mortgage shall not be required to be submitted
        for
        recording with respect to any Mortgage Loan in any jurisdiction where the
        Rating
        Agencies do not require recordation in order to receive the ratings on the
        Certificates at the time of their initial issuance; provided,
        however,
        each
        Assignment shall be submitted for recording by the Originator in the manner
        described above, at no expense to the Trust Fund or Trustee, upon the earliest
        to occur of: (i) reasonable direction by Holders of Certificates entitled
        to at
        least 25% of the Voting Rights, or the NIMS Insurer, (ii) the occurrence
        of a
        Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency
        or foreclosure relating to the Servicer, (iv) the occurrence of a servicing
        transfer as described in Section 7.02 of the Pooling and Servicing Agreement,
        (v) if the Originator is not the Servicer and with respect to any one Assignment
        the occurrence of a bankruptcy, insolvency or foreclosure relating to the
        Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90
        days
        or more Delinquent and such recordation would be necessary to facilitate
        conversion of the Mortgaged Property as provided herein. Upon (a) receipt
        of
        written notice from the Trustee that recording of the Assignments is required
        pursuant to one or more of the conditions (excluding (v) and (vi) above)
        set
        forth in the preceding sentence or (b) upon the occurrence of condition (v)
        or
        (vi) in the preceding sentence, the Originator shall be required to deliver
        such
        Assignments for recording as provided above, promptly and in any event within
        30
        days following receipt of such notice. Notwithstanding the foregoing, if
        the
        Originator fails to pay the cost of recording the Assignments, such expense
        will
        be paid by the Trustee and the Trustee shall be reimbursed for such expenses
        by
        the Trust. The Originator shall furnish the Trustee, or its designated agent,
        with a copy of each Assignment submitted for recording. In the event that
        any
        such Assignment is lost or returned unrecorded because of a defect therein,
        the
        Originator shall promptly have a substitute Assignment prepared or have such
        defect cured, as the case may be, and thereafter cause each such Assignment
        to
        be duly recorded.

       

      The
        Originator shall forward to the Purchaser original documents evidencing an
        assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with the Pooling and Servicing Agreement within
        two
        weeks of their execution; provided,
        however,
        that
        the Originator shall provide the Purchaser with a certified true copy of
        any
        such document submitted for recordation within two weeks of its execution,
        and
        shall provide the original of any document submitted for recordation or a
        copy
        of such document certified by the appropriate public recording office to
        be a
        true and complete copy of the original within 365 days of its submission
        for
        recordation. In the event that the Originator cannot provide a copy of such
        document certified by the public recording office within such 365 day period,
        the Originator shall deliver to the Purchaser, within such 365 day period,
        an
        Officer's Certificate of the Servicer which shall (A) identify the recorded
        document, (B) state that the recorded document has not been delivered to
        the
        Purchaser due solely to a delay caused by the public recording office, (C)
        state
        the amount of time generally required by the applicable recording office
        to
        record and return a document submitted for recordation, if known, and (D)
        specify the date the applicable recorded document is expected to be delivered
        to
        the Purchaser, and, upon receipt of a copy of such document certified by
        the
        public recording office, the Originator shall immediately deliver such document
        to the Purchaser. In the event the appropriate public recording office will
        not
        certify as to the accuracy of such document, the Originator shall deliver
        a copy
        of such document certified by an officer of the Originator to be a true and
        complete copy of the original to the Purchaser.

       

      Section
        2.03  Payment
        of Purchase Price for the Mortgage Loans. 

       

      (a)  In
        consideration of the sale of the Mortgage Loans from each Seller to the
        Purchaser on the Closing Date, the Purchaser agrees to pay each Seller on
        the
        Closing Date by transfer of (i) immediately available funds in the amount
        set
        forth below and (ii) a percentage interest, as specified below, in the Class
        C
        Certificates, the Class P Certificates and the Residual Certificates
        (collectively, the “Retained Certificates”) which such Certificates shall be
        registered in the name of the applicable Seller or a designee.

       

      
        	
                Seller

              	 	
                Cash
                  Consideration

              	 	
                Percentage
                  Interest in

                Retained
                  Certificates

              	 
	
                Originator

              	 	
                $

              	
                0.00

              	 	 	
                0

              	
                %

              
	
                Obligor

              	 	
                $

              	
                113,869,407.43

              	 	 	
                14.23

              	
                %

              
	
                2001-1A

              	 	
                $

              	
                22,419,443.66

              	 	 	
                2.80

              	
                %

              
	
                2001-2

              	 	
                $

              	
                202,270,184.52

              	 	 	
                25.28

              	
                %

              
	
                2002-3

              	 	
                $

              	
                64,798,086.05

              	 	 	
                8.10

              	
                %

              
	
                2003-4

              	 	
                $

              	
                16,307,283.71

              	 	 	
                2.04

              	
                %

              
	
                2003-5

              	 	
                $

              	
                103,001,039.70

              	 	 	
                12.88

              	
                %

              
	
                2005-6

              	 	
                $

              	
                114,131,510.58

              	 	 	
                14.27

              	
                %

              
	
                2005-7

              	 	
                $

              	
                63,885,134.50

              	 	 	
                7.99

              	
                %

              
	
                2005-8

              	 	
                $

              	
                66,706,812.10

              	 	 	
                8.34

              	
                %

              
	
                2005-9

              	 	
                $

              	
                4,646,719.44

              	 	 	
                0.58

              	
                %

              
	
                2007-5A

              	 	
                $

              	
                27,964,469.84

              	 	 	
                3.50

              	
                %

              


      

      


       

      (b)  The
        Originator shall pay, and be billed directly for, all expenses incurred by
        the
        Purchaser in connection with the issuance of the Certificates, including,
        without limitation, printing fees incurred in connection with the prospectus
        relating to the Certificates, blue sky registration fees and expenses, fees
        and
        expenses of Purchaser’s counsel, fees of the Rating Agencies requested to rate
        the Certificates, accountant’s fees and expenses and the fees and expenses of
        the Trustee and other out-of-pocket costs, if any.

       

      ARTICLE
        III.

       

      REPRESENTATIONS
        AND WARRANTIES; REMEDIES FOR BREACH

       

      Section
        3.01  Representations
        and Warranties Relating to the Mortgage Loans. 

       

      (a)  The
        Originator and the Obligor hereby represent and warrant with respect to the
        Mortgage Loans to the Purchaser that as of the Closing Date or as of such
        date
        specifically provided herein:

       

      (1)  The
        applicable Seller has good title to and is the sole owner and holder of the
        related Mortgage Loans;

       

      (2)  Immediately
        prior to the transfer and assignment to the Purchaser, the Mortgage Notes
        and
        the Mortgage Loans were not subject to an assignment or pledge, and the
        applicable Seller has full right and authority to sell and assign the related
        Mortgage Loans;

       

      (3)  The
        applicable Seller is transferring the related Mortgage Loan to the Purchaser
        free and clear of any and all liens, pledges, charges or security interests
        of
        any nature encumbering the Mortgage Loans;

       

      (4)  The
        information set forth on each Schedule is true and correct in all material
        respects as of the Cut-off Date or such other date as may be indicated in
        such
        schedule;

       

      (5)  The
        Mortgage Loan has been acquired, serviced, collected and otherwise dealt
        with by
        the Originator and any affiliate of the Originator in compliance with all
        applicable federal, state and local laws and regulations and the terms of
        the
        related Mortgage Note and Mortgage;

       

      (6)  The
        related Mortgage Note and Mortgage are genuine and each is the legal, valid
        and
        binding obligation of the maker thereof, enforceable in accordance with its
        terms except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization or other similar laws affecting the enforcement of creditors'
        rights generally and by general equity principles (regardless of whether
        such
        enforcement is considered in a proceeding in equity or at law);

       

      (7)  The
        related Mortgage is a valid and enforceable first lien on the related Mortgaged
        Property, which Mortgaged Property is free and clear of all encumbrances
        and
        liens (including mechanics liens) having priority over the first or second
        lien
        of the Mortgage except for: (i) liens for real estate taxes and assessments
        not
        yet due and payable; (ii) covenants, conditions and restrictions, rights
        of way,
        easements and other matters of public record as of the date of recording
        of such
        Mortgage, such exceptions appearing of record being acceptable to mortgage
        lending institutions generally or specifically reflected or considered in
        the
        lender's title insurance policy delivered to the originator of the Mortgage
        Loan
        and referred to in the appraisal made in connection with the origination
        of the
        related Mortgage Loan, (iii) other matters to which like properties are commonly
        subject which do not materially interfere with the benefits of the security
        intended to be provided by such Mortgage and (iv) the first lien on the
        Mortgaged Property, in the case of the Mortgages that are second
        liens;

       

      (8)  Any
        security agreement, chattel mortgage or equivalent document related to such
        Mortgage Loan establishes and creates a valid and enforceable first or second
        lien on the Mortgaged Property;

       

      (9)  As
        of the
        last calendar day of January 2007, none of the Mortgage Loans are Delinquent.
        

       

      (10)  None
        of
        the Originator, the Obligor or any Seller Trust has advanced funds, or induced,
        solicited or knowingly received any advance of funds by a party other than
        the
        Mortgagor, directly or indirectly, for the payment of any amount required
        under
        the Mortgage Loan;

       

      (11)  None
        of
        the Originator, the Obligor or any Seller Trust has impaired, waived, altered
        or
        modified the related Mortgage or Mortgage Note in any material respect, or
        satisfied, canceled, rescinded or subordinated such Mortgage or Mortgage
        Note in
        whole or in part or released all or any material portion of the Mortgaged
        Property from the lien of the Mortgage, or executed any instrument of release,
        cancellation, rescission or satisfaction of the Mortgage Note or
        Mortgage;

       

      (12)  As
        of the
        Cut-off Date, the Mortgage has not been satisfied, canceled or subordinated,
        in
        whole or in part, or rescinded, and the Mortgaged Property has not been released
        from the lien of the Mortgage, in whole or in part (except for a release
        that
        does not materially impair the security of the Mortgage Loan or a release
        the
        effect of which is reflected in the Loan-to-Value Ratio or combined
        Loan-to-Value Ratio for the Mortgage Loan as set forth in the Schedule of
        Mortgage Loans), nor has any instrument been executed that would effect any
        such
        release, cancellation, subordination or rescission;

       

      (13)  No
        Mortgage Loan is subject to any right of rescission, set-off, counterclaim
        or
        defense, including the defense of usury, nor will the operation of any of
        the
        terms of any Mortgage Note or Mortgage, or the exercise of any right thereunder,
        render either the Mortgage Note or Mortgage unenforceable in whole or in
        part,
        or subject to any right of rescission, set-off, counterclaim or defense,
        including the defense of usury, and no such right of rescission, set-off,
        counterclaim or defense has been asserted with respect thereto;

       

      (14)  To
        the
        Originator’s knowledge, there is no proceeding pending for the total or partial
        condemnation and no eminent domain proceedings pending affecting any Mortgaged
        Property;

       

      (15)  Each
        Mortgage Loan is covered by either (i) a mortgage title insurance policy
        or
        other generally acceptable form of insurance policy customary in the
        jurisdiction where the Mortgaged Property is located together with an adjustable
        rate rider if applicable or (ii) if generally acceptable in the jurisdiction
        where the Mortgaged Property is located, an attorney's opinion of title given
        by
        an attorney licensed to practice law in the jurisdiction where the Mortgaged
        Property is located. All of the Originator's rights under such policies,
        opinions or other instruments shall be transferred and assigned to Purchaser
        upon sale and assignment of the Mortgage Loans hereunder. The title insurance
        policy has been issued by a title insurer licensed to do business in the
        jurisdiction where the Mortgaged Property is located, insuring the original
        lender, its successor and assigns, as to the first or second priority lien
        of
        the Mortgage in the original principal amount of the Mortgage Loan, subject
        to
        the exceptions contained in such policy. The Originator is the sole insured
        of
        such mortgagee title insurance policy, and such mortgagee title insurance
        policy
        is in full force and effect and will be in force and effect upon the
        consummation of the transactions contemplated by this Agreement. Neither
        the
        Originator nor any affiliate of the Originator has made, and the Originator
        has
        no knowledge of, any claims under such mortgagee title insurance policy.
        The
        Originator is not aware of any action by a prior holder and neither the
        Originator nor any affiliate of the Originator has done, by act or omission,
        anything which could impair the coverage or enforceability of such mortgagee
        title insurance policy or the accuracy of such attorney's opinion of
        title;

       

      (16)  There
        is
        no material default, breach, violation or event of acceleration existing
        under
        the related Mortgage or the related Mortgage Note and no event which, with the
        passage of time or with notice and the expiration of any grace or cure period,
        would constitute a material default, breach, violation or event of acceleration,
        other than a payment delinquency that is for a payment due after the date
        specified in (i) above. None of the Originator, the Obligor, any Seller Trust
        or
        any affiliate of the Originator or any Seller Trust has waived any default,
        breach, violation or event of acceleration;

       

      (17)  With
        respect to any Mortgage Loan which provides for an adjustable interest rate,
        all
        rate adjustments have been performed in accordance with the terms of the
        related
        Mortgage Note or subsequent modifications, if any;

       

      (18)  To
        the
        Originator’s knowledge, there are no delinquent taxes, ground rents, water
        charges, sewer rents, assessments, insurance premiums, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges, affecting the related Mortgaged Property;

       

      (19)  As
        of the
        Cut-off Date, no foreclosure proceedings are pending against the Mortgaged
        Property and the Mortgage Loan is not subject to any pending bankruptcy or
        insolvency proceeding, and to the Originator’s best knowledge, no material
        litigation or lawsuit relating to the Mortgage Loan is pending;

       

      (20)  The
        Mortgaged Property for each Mortgage Loan is insured under a hazard insurance
        policy (“Hazard Insurance”) in an amount at least equal to the lesser of (i) the
        maximum insurable value of such improvements or (ii) the principal balance
        of
        the Mortgage Loan with a standard mortgagee clause, in either case in an
        amount
        sufficient to avoid the application of any “co-insurance provisions,” and, if it
        was in place at origination of the Mortgage Loan, flood insurance, at the
        mortgagor's cost and expense. If the Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency (“FEMA”) as
        having special flood hazards, a flood insurance policy is in effect which
        met
        the requirements of FEMA at the time such policy was issued. The Mortgage
        obligates the Mortgagor to maintain the Hazard Insurance, and, if applicable,
        flood insurance policy at the Mortgagor's cost and expense, and on the
        Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
        and maintain such insurance at the Mortgagor's cost and expense, and to seek
        reimbursement therefor from the Mortgagor;

       

      (21)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage and the security interest of any applicable
        security agreement or chattel mortgage;

       

      (22)  The
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the Mortgage Loan in the event that the
        Mortgaged Property is sold or transferred without the prior written consent
        of
        the Mortgagee thereunder. The Mortgage contains customary and enforceable
        provisions such as to render the rights and remedies of the holder thereof
        adequate for the realization against the Mortgaged Property of the benefits
        of
        the security provided thereby, including (i) in the case of a Mortgage
        designated as a deed of trust, by trustee's sale and (ii) otherwise by judicial
        foreclosure. Since the date of origination of the Mortgage Loan, the Mortgaged
        Property has not been subject to any bankruptcy proceeding or foreclosure
        proceeding and the Mortgagor has not filed for protection under applicable
        bankruptcy laws. There is no homestead or other exemption available to the
        Mortgagor that would interfere with the right to sell the Mortgaged Property
        at
        a trustee's sale or the right to foreclose the Mortgage. In the event the
        Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
        law to serve as such, as been properly designated and currently so serves
        and is
        named in the Mortgage, and no fees or expenses are or will become payable
        by
        Purchaser to the trustee under the deed of trust, except in connection with
        a
        trustee's sale after default by the related Mortgagor. The Mortgagor has
        not
        notified the Originator or any affiliate of the Originator and the Originator
        has no knowledge of any relief requested or allowed to the Mortgagor under
        the
        Servicemembers Civil Relief Act;

       

      (23)  Except
        as
        set forth in the appraisal which forms part of the related Mortgage File,
        the
        Mortgaged Property, normal wear and tear excepted, is undamaged by waste,
        fire,
        earthquake or earth movement, windstorm, flood, tornado or other casualty
        so as
        to affect materially and adversely the value of the Mortgaged Property as
        security for the Mortgage Loan or the use for which the premises were
        intended;

       

      (24)  To
        the
        Originator’s knowledge, there was no fraud involved in the origination of the
        Mortgage Loan by the mortgagee or by the Mortgagor, any appraiser or any
        other
        party involved in the origination of the Mortgage Loan;

       

      (25)  Each
        Mortgage File contains an appraisal of the Mortgaged Property indicating
        the
        appraised value at the time of origination for such Mortgaged Property. Each
        appraisal has been performed in accordance with the provisions of the Financial
        Institutions Reform, Recovery and Enforcement Act of 1989;

       

      (26)  To
        the
        best of the Originator’s knowledge, all parties which have had any interest in
        the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise,
        are
        (or, during the period in which they held and disposed of such interest,
        were)
        in compliance with any and all applicable “doing business” and licensing
        requirements of the laws of the state wherein the Mortgaged Property is
        located;

       

      (27)  No
        improvements on the related Mortgaged Property (upon which value was given)
        encroach on adjoining properties (and in the case of a condominium unit,
        such
        improvements are within the project with respect to that unit), and no
        improvements on adjoining properties encroach upon the Mortgaged Property
        unless
        there exists in the Mortgage File a title Policy with endorsements which
        insure
        against losses sustained by the insured as a result of such
        encroachments;

       

      (28)  Each
        Mortgage Loan was originated or acquired by a savings and loan association,
        a
        savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved by the Secretary of HUD. Each Mortgage Loan was originated
        substantially in accordance with the Originator's underwriting criteria,
        which
        are at least as stringent as the underwriting criteria set forth in the
        Prospectus Supplement. Each Mortgage Loan is currently being serviced by
        the
        Originator and has been serviced by the Originator since the date of origination
        of such Mortgage Loan;

       

      (29)  (i)
        Except with respect to the interest only mortgage loans, principal payments
        on
        the Mortgage Loan commenced no more than two months after the proceeds of
        the
        Mortgage Loan were disbursed and (ii) each Mortgage Note is payable on the
        first
        day of each month;

       

      (30)  The
        Mortgage Loan bears interest at the Mortgage Rate and the Mortgage Note does
        not
        permit negative amortization. No Mortgage Loan bearing interest at an adjustable
        rate permits the Mortgagor to convert the Mortgage Loan to a fixed rate Mortgage
        Loan;

       

      (31)  With
        respect to escrow deposits, if any, all such payments are in the possession
        of,
        or under the control of, the Servicer and there exist no deficiencies in
        connection therewith for which customary arrangements for repayment thereof
        have
        not been made. No escrow deposits or escrow advances or other charges or
        payments due the Servicer have been capitalized under any Mortgage or the
        related Mortgage Note;

       

      (32)  No
        Mortgage Loan contains provisions pursuant to which scheduled payments are:
        (i)
        paid or partially paid with funds deposited in any separate account established
        by the Originator, the related Seller Trust, the Mortgagor, or anyone on
        behalf
        of the Mortgagor; or (ii) paid by any source other than the Mortgagor or
        contains any other similar provisions which may constitute a “buydown”
provision. The Mortgage Loan is not a graduated payment mortgage loan and
        the
        Mortgage Loan does not have a shared appreciation or other contingent interest
        feature;

       

      (33)  As
        of the
        origination date of each Mortgage Loan, the related Mortgaged Property is
        lawfully permitted to be occupied under applicable law;

       

      (34)  Except
        as
        disclosed in the Prospectus Supplement, there are no proceedings or
        investigations pending, with respect to servicing, collection or notification
        practices and with respect to origination practices, violating any law in
        connection with any Mortgage Loan transferred to the Purchaser pursuant to
        this
        Agreement, including, without limitation, usury, truth in lending, real estate
        settlement procedures, consumer credit protection, equal credit opportunity
        or
        disclosure laws. The Mortgage Loan has been serviced in accordance with the
        terms of the Mortgage Note.

       

      (35)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (36)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder, and any and all requirements as to completion of any on-site
        or off-site improvement and as to disbursements of any escrow funds therefor
        have been complied with. All costs, fees and expenses incurred in making
        or
        closing the Mortgage Loan and the recording of the Mortgage have been paid,
        and
        the Mortgagor is not entitled to any refund of any amounts paid or due to
        the
        Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (37)  There
        are
        no mechanics' or similar liens or claims that have been filed for work, labor
        or
        material (and no rights are outstanding that under law could give rise to
        such
        lien) affecting the related Mortgaged Property that are or may be liens prior
        to, or equal or coordinate with, the lien of the related Mortgage;

       

      (38)  As
        to
        each Mortgage Loan, interest is calculated on the Mortgage Note on the basis
        of
        twelve 30-day months and a 360 day year;

       

      (39)  The
        Mortgaged Property consists of one of the following: detached or semi-detached
        one- to four-family dwelling units, townhouses, individual condominium units
        and
        individual units in planned unit developments, or manufactured homes treated
        as
        real property under local law;

       

      (40)  The
        Mortgage Loans were not intentionally selected by the related Seller in a
        manner
        intended to adversely affect the Purchaser or the Trust;

       

      (41)  [reserved];

       

      (42)  The
        Mortgage Loans have original terms to maturity ranging from 10 to 30
        years;

       

      (43)  As
        of the
        Cut-off Date; each Mortgage Loan, including any Mortgage Loan seasoned more
        than
        12 months as of the Cut-off Date, had a loan-to-value-ratio that was less
        than
        or equal to 100%;

       

      (44)  With
        respect to each Mortgage Loan, the Mortgage Note related thereto bears a
        fixed
        Mortgage Rate or an adjustable Mortgage Rate which will be adjusted on each
        Adjustment Date to equal the Index plus the Gross Margin, rounded to the
        nearest
        or next highest 0.125%, subject to the Periodic Rate Cap, the Maximum Mortgage
        Rate and the Minimum Mortgage Rate;

       

      (45)  No
        Mortgage Loan underlying the security is covered by the Home Ownership and
        Equity Protection Act of 1994 (“HOEPA”) and no mortgage loan is in violation of
        any comparable state law;

       

      (46)  Each
        Mortgage Loan conforms, and all Mortgage Loans in the aggregate conform,
        in all
        material respects, to the description thereof set forth in the Prospectus
        Supplement;

       

      (47)  With
        respect to second lien Mortgage Loans, either (a) no consent for the Mortgage
        Loan is required by the holder of the related first lien or (b) such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (48)  Each
        Mortgage Note is comprised of one original promissory note and each such
        promissory note constitutes an “instrument” for purposes of section 9-102(a)(65)
        of the UCC;

       

      (49)  No
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act;

       

      (50)  Each
        Mortgage Loan was originated in compliance with all applicable local, state
        and
        federal laws, including, but not limited to, all applicable anti-predatory
        and
        anti-abusive lending laws;

       

      (51)  None
        of
        the Mortgage Loans are High Cost as defined by the applicable predatory and
        abusive lending laws;

       

      (52)  No
        Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
        terms are defined in the then current Standard & Poor’s LEVELS Glossary
        which is now Version 5.7, Appendix E);

       

      (53)  Each
        Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3);
        and

       

      (54)  No
        mortgage loan in the trust is a “high cost home,” “covered” (excluding home
        loans defined as “covered home loans” in the New Jersey Home Ownership Security
        Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
        “high risk home” or “predatory” loan under any other applicable state, federal
        or local law (or a similarly classified loan using different terminology
        under a
        law imposing heightened regulatory scrutiny or additional legal liability
        for
        residential mortgage loans having high interest rates, points and/or
        fees).

       

      (55)  The
        Mortgaged Property is either a fee simple estate or a long-term residential
        lease. If the Mortgage Loan is secured by a long-term residential lease,
        unless
        otherwise specifically disclosed in the Mortgage Loan Schedule, (A) the terms
        of
        such lease expressly permit the mortgaging of the leasehold estate, the
        assignment of the lease without the lessor’s consent (or the lessor’s consent
        has been obtained and such consent is the Mortgage File) and the acquisition
        by
        the holder of the Mortgage of the rights of the lessee upon foreclosure or
        assignment in lieu of foreclosure or provide the holder of the Mortgage with
        substantially similar protection; (B) the terms of such lease do not (x)
        allow
        the termination thereof upon the lessee’s default without the holder of the
        Mortgage being entitled to receive written notice of, and opportunity to
        cure,
        such default or (y) prohibit the holder of the Mortgage from being insured
        under
        the hazard insurance policy relating to the Mortgaged Property; (C) the original
        term of such lease is not less than 15 years; (D) the term of such lease
        does
        not terminate earlier than ten years after the maturity date of the Mortgage
        Note; and (E) the Mortgaged Property is located in a jurisdiction in which
        the
        use of leasehold estates for residential properties is an accepted
        practice;

       

      (56)  [reserved].

       

      (b)  The
        Originator hereby represents and warrants to the Purchaser, with respect
        to the
        Group I Mortgage Loans as of the Closing Date or as of such date specifically
        provided herein:

       

      (1)  Each
        Group I Mortgage Loan had a Principal Balance at origination which conformed
        with Fannie Mae/Freddie Mac guidelines;

       

      (2)  No
        borrower was encouraged or required to select a Group I Mortgage Loan product
        offered by the Originator which is a higher cost product designed for less
        creditworthy borrowers, unless at the time of the Group I Mortgage Loan's
        origination, such borrower did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Originator or any affiliate of the Originator. If, at the time of loan
        application, the borrower may have qualified for a lower cost credit product
        then offered by any mortgage lending affiliate of the Originator, the Originator
        referred the borrower's application to such affiliate for underwriting
        consideration;

       

      (3)  The
        methodology used in underwriting the extension of credit for each Group I
        Mortgage Loan employs objective mathematical principles which relate the
        borrower's income, assets and liabilities to the proposed payment, in accordance
        with the Originator's Underwriting Guidelines, and does not rely on the extent
        of the borrower's equity in the collateral as the principal determining factor
        in approving such credit extension. Such underwriting methodology confirmed
        that
        at the time of origination the borrower had a reasonable ability to make
        timely
        payments on the Group I Mortgage Loan;

       

      (4)  With
        respect to any Group I Mortgage Loan that contains a provision permitting
        imposition of a premium upon a prepayment prior to maturity: (i) prior to
        the
        Group I Mortgage Loan’s origination, the borrower agreed to such premium in
        exchange for a monetary benefit, including but not limited to a rate or fee
        reduction, (ii) prior to the Group I Mortgage Loan’s origination, the borrower
        was offered the option of obtaining a Group I Mortgage Loan that did not
        require
        payment of such a premium, (iii) the prepayment premium is adequately disclosed
        to the borrower in the loan documents pursuant to applicable state and federal
        law, (iv) for loans originated on or after October 1, 2002, the duration
        of the
        prepayment period shall not exceed three (3) years from the date of the note,
        unless the loan was modified to reduce the prepayment period to no more than
        three years from the date of the note and the borrower was notified in writing
        of such reduction in prepayment period and (v) notwithstanding any state
        or
        federal law to the contrary, the Master Servicer shall not impose such
        prepayment premium in any instance when the mortgage debt is accelerated
        or paid
        off in connection with the workout of a delinquent mortgage or as the result
        of
        the borrower’s default in making the loan payments;

       

      (5)  No
        borrower was required to purchase any credit life, disability, accident or
        health insurance product as a condition of obtaining the extension of credit.
        No
        borrower obtained a prepaid single premium credit life, disability, accident
        or
        health insurance policy in connection with the origination of the Group I
        Mortgage Loan. No proceeds from any Group I Mortgage Loan were used to purchase
        single premium credit insurance policies as part of the origination of, or
        as a
        condition to closing, such Group I Mortgage Loan;

       

      (6)  All
        points, fees and charges (including finance charges), and whether or not
        financed, assessed, collected or to be collected in connection with the
        origination and servicing of each Group I Mortgage Loan have been disclosed
        in
        writing to the borrower in accordance with applicable state and federal law
        and
        regulation. No borrower was charged “points and fees” (whether or not financed)
        in an amount greater than (i) $1,000 or (ii) 5% of the principal amount of
        such
        loan, whichever is greater. For purposes of this representation, “points and
        fees” (x) include origination, underwriting, broker and finder’s fees and
        charges that the lender imposed as a condition of making the Group I Mortgage
        Loan, whether they are paid to the lender or a third party; and (y) exclude
        bona
        fide discount points, fees paid for actual services rendered in connection
        with
        the origination of the mortgage (such as attorneys’ fees, notaries fees and fees
        paid for property appraisals, credit reports, surveys, title examinations
        and
        extracts, flood and tax certifications, and home inspections); the cost of
        mortgage insurance or credit-risk price adjustments; the costs of title,
        hazard,
        and flood insurance policies; state and local transfer taxes or fees; escrow
        deposits for the future payment of taxes and insurance premiums; and othe
        miscellaneous fees and charges that, in total, do not exceed 0.25% of the
        loan
        amount.

       

      (7)  No
        Group
        I Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        secured by a Mortgaged Property located in the State of Georgia;

       

      (8)  No
        Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as
        defined under the Georgia Fair Lending Act;

       

      (9)  Each
        Group I Mortgage Loan is in compliance with the anti-predatory lending
        eligibility for purchase requirements of the Fannie Mae Lender Letter, LL03-00:
        Eligibility of Mortgages to Borrowers with Blemished Credit Records (04/11/00)
        other than the requirements regarding Escrow Deposit Accounts;

       

      (10)  The
        Master Servicer will transmit full-file credit reporting data for each Group
        I
        Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for
        each
        Group I Mortgage Loan, Master Servicer agrees it shall report one of the
        following statuses each month as follows: new origination, current, delinquent
        (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

       

      (11)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in New York Banking Law
        6-1;

       

      (12)  No
        Group
        I Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective July 16, 2003 (Act 1340 or 2003);

       

      (13)  No
        Group
        I Mortgage Loan is a “High Cost Home Loan” as defined in Kentucky high-cost loan
        statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);

       

      (14)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003 (N.J.S.A. 46; 10B-22 et
        seq.);

       

      (15)  No
        Group
        I Mortgage Loan is a High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. § 58-21A-1 et
        seq.);

       

      (16)  No
        Group
        I Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (17)  No
        Group
        I Mortgage Loan is a balloon mortgage loan that has an original stated maturity
        of less than seven (7) years;

       

      (18)  All
        fees
        and charges (including finance charges) and whether or not financed, assessed,
        collected or to be collected in connection with the origination and servicing
        of
        each Group I Mortgage Loan has been disclosed in writing to the borrower
        in
        accordance with applicable state and federal law and regulation;

       

      (19)  No
        subprime mortgage loan originated on or after October 1, 2002 underlying
        the
        Security will impose a prepayment premium for a term in excess of three years.
        Any loans originated prior to such date, and any non-subprime loans, will
        not
        impose prepayment penalties in excess of five years;

       

      (20)  
        With
        respect to each mortgage loan underlying the security, no borrower obtained
        a
        prepaid single-premium credit-life, credit disability, credit unemployment
        or
        credit property insurance policy in connection with the origination of the
        mortgage loan; 

       

      (21)  With
        respect to any mortgage loan originated on or after August 1, 2004 and
        underlying the Security, neither the related mortgage nor the related mortgage
        note requires the borrower to submit to arbitration to resolve any dispute
        arising out of or relating in any way to the mortgage loan transaction;


       

      (22)  With
        respect to any mortgage loans, the Originator offered the borrower mortgage
        loan
        products offered by such Originator, or any affiliate of such Originator,
        for
        which the borrower qualified; 

       

      (23)  With
        respect to any mortgage loans that are on manufactured housing, such housing
        will be the principal residence of the borrower upon origination of the mortgage
        loan; 

       

      (24)  [Reserved];

       

      (25)  There
        are
        no seasoned Group I Mortgage Loans;

       

      (26)  [Reserved];

       

      (27)  [Reserved];

       

      (28)  [Reserved];
        and

       

      (29)  No
        refinance or purchase money Group I Mortgage Loan has an APR or total points
        and
        fees that exceed the thresholds set by the Home Ownership and Equity Protection
        Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR
        226.32(a)(1)(i) and (ii) and no mortgage loan is in violation of any comparable
        state law.

       

      


      Section
        3.02  Originator
        Representations and Warranties Relating to the Originator.
        The
        Originator represents, warrants and covenants to the Purchaser as of the
        Closing
        Date or as of such other date specifically provided herein or in the applicable
        Assignment and Conveyance:

       

      (i)  The
        Originator is duly organized, validly existing and in good standing as a
        corporation under the laws of the State of California and is and will remain
        in
        compliance with the laws of each state in which any Mortgaged Property is
        located to the extent necessary to ensure the enforceability of each Mortgage
        Loan in accordance with the terms of this Agreement;

       

      (ii)  The
        Originator has the full power and authority to execute, deliver and perform,
        and
        to enter into and consummate, all transactions contemplated by this Agreement.
        The Originator has duly authorized the execution, delivery and performance
        of
        this Agreement, has duly executed and delivered this Agreement and this
        Agreement, assuming due authorization, execution and delivery by the Purchaser
        and the related Seller, constitutes a legal, valid and binding obligation
        of the
        Originator, enforceable against it in accordance with its terms except as
        the
        enforceability thereof may be limited by bankruptcy, insolvency or
        reorganization. At the time of the sale of each Mortgage Loan by the Originator,
        the Originator had the full power and authority to hold each Mortgage Loan
        and
        to sell each Mortgage Loan;

       

      (iii)  The
        execution and delivery of this Agreement by the Originator and the performance
        of and compliance with the terms of this Agreement will not violate the
        Originator's articles of incorporation or by-laws or constitute a default
        under
        or result in a breach or acceleration of, any material contract, agreement
        or
        other instrument to which the Originator is a party or which may be applicable
        to the Originator or its assets;

       

      (iv)  The
        Originator is not in violation of, and the execution and delivery of this
        Agreement by the Originator and its performance and compliance with the terms
        of
        this Agreement will not constitute a violation with respect to, any order
        or
        decree of any court or any order or regulation of any federal, state, municipal
        or governmental agency having jurisdiction over the Originator or its assets,
        which violation might have consequences that would materially and adversely
        affect the condition (financial or otherwise) or the operation of the Originator
        or its assets or might have consequences that would materially and adversely
        affect the performance of its obligations and duties hereunder;

       

      (v)  The
        Originator is a HUD approved mortgagee pursuant to Section 203 and Section
        211
        of the National Housing Act. No event has occurred, including but not limited
        to
        a change in insurance coverage, which would make the Originator unable to
        comply
        with HUD eligibility requirements or which would require notification to
        HUD;

       

      (vi)  The
        Originator does not believe, nor does it have any reason or cause to believe,
        that it cannot perform each and every covenant contained in this
        Agreement;

       

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

       

      (viii)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Originator
        of, or compliance by the Originator with, this Agreement or the consummation
        of
        the transactions contemplated by this Agreement, except for such consents,
        approvals, authorizations or orders, if any, that have been
        obtained;

       

      (ix)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Originator. The sale of the Mortgage Loans
        was in the ordinary course of business of the Originator and the assignment
        and
        conveyance of the Mortgage Notes and the Mortgages by the Originator are
        not
        subject to the bulk transfer or any similar statutory provisions;

       

      (x)  The
        information delivered by the Originator to the Purchaser with respect to
        the
        Originator's loan loss, foreclosure and delinquency experience on mortgage
        loans
        underwritten to similar standards as the Mortgage Loans and covering mortgaged
        properties similar to the Mortgaged Properties, is true and correct in all
        material respects as of the date of such report;

       

      (xi)  Except
        with respect to any statement regarding the intentions of the Purchaser,
        or any
        other statement contained herein the truth or falsity of which is dependant
        solely upon the actions of the Purchaser, this Agreement does not contain
        any
        untrue statement of material fact or omit to state a material fact necessary
        to
        make the statements contained herein not misleading. The written statements,
        reports and other documents prepared and furnished or to be prepared and
        furnished by the Originator pursuant to this Agreement or in connection with
        the
        transactions contemplated hereby taken in the aggregate do not contain any
        untrue statement of material fact or omit to state a material fact necessary
        to
        make the statements contained therein not misleading; and

       

      (xii)  The
        Originator has not transferred the Mortgage Loans with any intent to hinder,
        delay or defraud any of its creditors.

       

      Section
        3.03  Obligor
        Representations and Warranties Relating to the Obligor.
        The
        Obligor represents, warrants and covenants to the Purchaser as of the Closing
        Date or as of such other date specifically provided herein or in the applicable
        Assignment and Conveyance:

       

      (i)  The
        Obligor is duly organized, validly existing and in good standing as a
        corporation under the laws of the State of Delaware and is and will remain
        in
        compliance with the laws of each state in which any Mortgaged Property is
        located to the extent necessary to ensure the enforceability of each Mortgage
        Loan in accordance with the terms of this Agreement;

       

      (ii)  The
        Obligor has the full power and authority to execute, deliver and perform,
        and to
        enter into and consummate, all transactions contemplated by this Agreement.
        The
        Obligor has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser and the
        related Seller, constitutes a legal, valid and binding obligation of the
        Obligor, enforceable against it in accordance with its terms except as the
        enforceability thereof may be limited by bankruptcy, insolvency or
        reorganization. At the time of the sale of each Mortgage Loan by the Obligor,
        the Obligor had the full power and authority to hold each Mortgage Loan and
        to
        sell each Mortgage Loan;

       

      (iii)  The
        execution and delivery of this Agreement by the Obligor and the performance
        of
        and compliance with the terms of this Agreement will not violate the Obligor's
        articles of incorporation or by-laws or constitute a default under or result
        in
        a breach or acceleration of, any material contract, agreement or other
        instrument to which the Obligor is a party or which may be applicable to
        the
        Obligor or its assets;

       

      (iv)  The
        Obligor is not in violation of, and the execution and delivery of this Agreement
        by the Obligor and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Obligor or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Obligor or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (v)  The
        Obligor does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement;

       

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

       

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

       

      (viii)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Obligor. The sale of the Mortgage Loans
        was
        in the ordinary course of business of the Obligor and the assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Obligor are not
        subject to the bulk transfer or any similar statutory provisions.

       

      Section
        3.04  Seller
        Trust Representations and Warranties.
        Each
        Seller Trust represents, warrants and covenants to the Purchaser as of the
        Closing Date or as of such other date specifically provided herein:

       

      (a)  The
        Seller Trust is duly organized, validly existing and in good standing as
        a
        business trust under the laws of the State of Delaware and is and will remain
        in
        compliance with the laws of each state in which any Mortgaged Property is
        located to the extent necessary to ensure the enforceability of each Mortgage
        Loan in accordance with the terms of this Agreement;

       

      (b)  The
        Seller Trust has the full power and authority to hold each Mortgage Loan,
        to
        sell each Mortgage Loan, to execute, deliver and perform, and to enter into
        and
        consummate, all transactions contemplated by this Agreement. The Seller Trust
        has duly authorized the execution, delivery and performance of this Agreement,
        has duly executed and delivered this Agreement and this Agreement, assuming
        due
        authorization, execution and delivery by the Purchaser and the Originator,
        constitutes a legal, valid and binding obligation of the Seller Trust,
        enforceable against it in accordance with its terms except as the enforceability
        thereof may be limited by bankruptcy, insolvency or reorganization;

       

      (c)  The
        execution and delivery of this Agreement by the Seller Trust and the performance
        of and compliance with the terms of this Agreement will not violate the Seller
        Trust's certificate of trust or constitute a default under or result in a
        breach
        or acceleration of, any material contract, agreement or other instrument
        to
        which the Seller Trust is a party or which may be applicable to the Seller
        Trust
        or its assets;

       

      (d)  The
        Seller Trust is not in violation of, and the execution and delivery of this
        Agreement by the Seller Trust and its performance and compliance with the
        terms
        of this Agreement will not constitute a violation with respect to, any order
        or
        decree of any court or any order or regulation of any federal, state, municipal
        or governmental agency having jurisdiction over such Seller Trust or its
        assets,
        which violation might have consequences that would materially and adversely
        affect the condition (financial or otherwise) or the operation of the Seller
        Trust or its assets or might have consequences that would materially and
        adversely affect the performance of its obligations and duties hereunder;
        

       

      (e)  Immediately
        prior to the payment of the mortgage loan purchase price for each Mortgage
        Loan,
        the Seller Trust was the owner of the related Mortgage and the indebtedness
        evidenced by the related Mortgage Note and upon the payment of the mortgage
        loan
        purchase price by the Purchaser, in the event that the Seller Trust retains
        record title, the Seller Trust shall retain such record title to each Mortgage,
        each related Mortgage Note and the related Mortgage Files with respect thereto
        in trust for the Purchaser as the owner thereof;

       

      (f)  The
        Seller Trust has not transferred the Mortgage Loans to the Purchaser with
        any
        intent to hinder, delay or defraud any of its creditors;

       

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

       

      (h)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Seller
        Trust
        of, or compliance by the Seller Trust with, this Agreement or the consummation
        of the transactions contemplated by this Agreement, except for such consents,
        approvals, authorizations or orders, if any, that have been
        obtained;

       

      (i)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller Trust, and the transfer assignment
        and
        conveyance of the related Mortgage Notes and the Mortgages by the Seller
        Trust
        pursuant to this Agreement are not subject to the bulk transfer or any similar
        statutory provisions; and

       

      (j)  Except
        with respect to liens released immediately prior to the transfer herein
        contemplated, the applicable Mortgage Note and related Mortgage have not
        been
        assigned or pledged and immediately prior to the transfer and assignment
        herein
        contemplated, the Seller Trust held good, marketable and indefeasible title
        to,
        and was the sole owner and holder of, the related Mortgage Loan subject to
        no
        liens, charges, mortgages, claims, participation interests, equities, pledges
        or
        security interests of any nature, encumbrances or rights of others
        (collectively, a “Lien”); the Seller Trust has full right and authority under
        all governmental and regulatory bodies having jurisdiction over the Seller
        Trust, subject to no interest or participation of, or agreement with, any
        party,
        to sell and assign the same pursuant to this Agreement; and immediately upon
        the
        transfers and assignments herein contemplated, the Seller Trust shall have
        transferred all of its right, title and interest in and to the related Mortgage
        Loans and the Trustee will hold good, marketable and indefeasible title to,
        and
        be the sole owner of, the related Mortgage Loans subject to no
        Liens.

       

      Section
        3.05  Remedies
        For Breach of Representations And Warranties.
        It is
        understood and agreed that the representations and warranties set forth in
        Sections 3.01, 3.02, 3.03 and 3.04 shall survive the sale of the Mortgage
        Loans
        to the Purchaser and shall inure to the benefit of the Purchaser,
        notwithstanding any restrictive or qualified endorsement on any Mortgage
        Note or
        Assignment or the examination or lack of examination of any Mortgage File.
        With
        respect to the representations and warranties contained herein that are made
        to
        the knowledge or the best knowledge of the Originator or Obligor or as to
        which
        the Originator or Obligor has no knowledge, if it is discovered that the
        substance of any such representation and warranty is inaccurate and the
        inaccuracy materially and adversely affects the value of the related Mortgage
        Loan, or the interest therein of the Purchaser or the Purchaser's assignee,
        designee or transferee, then notwithstanding the Originator's or Obligor’s lack
        of knowledge with respect to the substance of such representation and warranty
        being inaccurate at the time the representation and warranty was made, such
        inaccuracy shall be deemed a breach of the applicable representation and
        warranty and the Obligor shall take such action described in the following
        paragraphs of this Section 3.05 in respect of such Mortgage Loan. Upon discovery
        by either the Originator, the Servicer or the Purchaser of a breach of any
        of
        the foregoing representations and warranties that materially and adversely
        affects the value of the Mortgage Loans or the interest of the Purchaser
        (or
        which materially and adversely affects the interests of the Purchaser in
        the
        related Mortgage Loan in the case of a representation and warranty relating
        to a
        particular Mortgage Loan), the party discovering such breach shall give prompt
        written notice to the others. It is understood by the parties hereto that
        a
        breach of the representations and warranties made in Section 3.01(a) (45),
        (50),
        (53), (54) Section 3.01(b)(1), (2), (3), (4), (5), (6), (7), (8), (10), (17),
        (18), (20), (21), (22), (23), (25) and (29) will be deemed to materially
        and
        adversely affect the value of the related Mortgage Loan or the interest of
        the
        Purchaser.

       

      Within
        120 days of the earlier of either discovery by or notice to the Originator
        of
        any breach of a representation or warranty made by the Originator or Obligor
        that materially and adversely affects the value of a Mortgage Loan or the
        Mortgage Loans or the interest therein of the Purchaser, the Originator and
        Obligor shall use their best efforts promptly to cure such breach in all
        material respects and, if such breach cannot be cured, the Obligor shall,
        at the
        Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. In the
        event that a breach shall involve any representation or warranty set forth
        in
        Section 3.03 and such breach cannot be cured within 120 days of the earlier
        of
        either discovery by or notice to the Originator of such breach, all of the
        Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Obligor
        at the Purchase Price. The Obligor may, at the request of the Purchaser and
        assuming the Obligor has a Qualified Substitute Mortgage Loan, rather than
        repurchase a deficient Mortgage Loan as provided above, remove such Mortgage
        Loan and substitute in its place a Qualified Substitute Mortgage Loan or
        Loans.
        If the Obligor does not provide a Qualified Substitute Mortgage Loan or Loans,
        it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
        Loan(s) pursuant to the foregoing provisions of this Section 3.05 shall occur
        on
        a date designated by the Purchaser and shall be accomplished by deposit in
        accordance with Section 2.03 of the Pooling and Servicing Agreement. Any
        repurchase or substitution required by this Section shall be made in a manner
        consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

       

      At
        the
        time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser
        and the Originator shall arrange for the reassignment of the repurchased
        or
        substituted Mortgage Loan to the Originator and the delivery to the Originator
        of any documents held by the Trustee relating to the deficient or repurchased
        Mortgage Loan. In the event the Purchase Price is deposited in the Collection
        Account, the Originator shall, simultaneously with such deposit, give written
        notice to the Purchaser that such deposit has taken place. Upon such repurchase,
        the Mortgage Loan Schedule shall be amended to reflect the withdrawal of
        the
        repurchased Mortgage Loan from this Agreement.

       

      As
        to any
        Deleted Mortgage Loan for which the Obligor substitutes a Qualified Substitute
        Mortgage Loan or Loans, the Obligor shall effect such substitution by delivering
        to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
        or
        Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
        and agreements as are required by the Pooling and Servicing Agreement, with
        the
        Mortgage Note endorsed as required therein. The Obligor shall deposit in
        the
        Collection Account the Monthly Payment due on such Qualified Substitute Mortgage
        Loan or Loans in the month following the date of such substitution. Monthly
        Payments due with respect to Qualified Substitute Mortgage Loans in the month
        of
        substitution will be retained by the Obligor. For the month of substitution,
        distributions to the Purchaser will include the Monthly Payment due on such
        Deleted Mortgage Loan in the month of substitution, and the Obligor shall
        thereafter be entitled to retain all amounts subsequently received by the
        Obligor in respect of such Deleted Mortgage Loan. Upon such substitution,
        the
        Qualified Substitute Mortgage Loans shall be subject to the terms of this
        Agreement in all respects, and the Obligor shall be deemed to have made with
        respect to such Qualified Substitute Mortgage Loan or Loans as of the date
        of
        substitution, the covenants, representations and warranties set forth in
        Sections 3.01, 3.02 and 3.03.

       

      In
        the
        event that the Obligor does not meet any of its obligations as and when
        described under this Agreement, then the Originator shall perform such
        obligation within one Business Day of such Obligor’s breach without any need for
        any notice or any other action by any other Person. 

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Section 3.01 shall survive delivery of the respective Mortgage Files to the
        Trustee on behalf of the Purchaser.

       

      It
        is
        understood and agreed that the obligations of the Originator and Obligor
        set
        forth in Section 3.05 to cure, repurchase and substitute for a defective
        Mortgage Loan and to indemnify the Purchaser as provided in Section 5.01
        constitute the sole remedies of the Purchaser respecting a missing or defective
        document or a breach of the representations and warranties contained in Section
        3.01, 3.02, 3.03 or 3.04.

       

      ARTICLE
        IV.

       

      ORIGINATOR'S
        COVENANTS

       

      Section
        4.01  Covenants
        of The Originator.
        The
        Originator hereby covenants that except for the transfer hereunder, neither
        the
        Originator nor any Seller will 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 Originator will notify the Trustee,
        as assignee of the Purchaser, of the existence of any Lien on any Mortgage
        Loan
        immediately upon discovery thereof, and the Originator will defend the right,
        title and interest of the Trust, as assignee of the Purchaser, in, to and
        under
        the Mortgage Loans, against all claims of third parties claiming through
        or
        under the Originator or any Seller; provided, however, that nothing in this
        Section 4.01 shall prevent or be deemed to prohibit the Originator or any
        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
        Originator or any 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.

       

      ARTICLE
        V.

       

      INDEMNIFICATION
        WITH RESPECT TO THE MORTGAGE LOANS

       

      Section
        5.01  Indemnification. 

       

      (a)  The
        Originator agrees to indemnify and hold harmless the Purchaser, each of its
        directors, each of its officers and each person or entity who controls the
        Purchaser or any such person, within the meaning of Section 15 of the Securities
        Act, against any and all losses, claims, damages or liabilities, joint and
        several, as incurred, to which the Purchaser, or any such person or entity
        may
        become subject, under the Securities Act or otherwise, and will reimburse
        the
        Purchaser, each such director and officer and each such controlling person
        for
        any legal or other expenses incurred by the Purchaser or such controlling
        person
        in connection with investigating or defending any such losses, claims, damages
        or liabilities, insofar as such losses, claims, damages or liabilities (or
        actions in respect thereof) arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of any material fact contained in the
        Free
        Writing Prospectus or Prospectus Supplement or any amendment or supplement
        to
        the Free Writing Prospectus or Prospectus Supplement approved in writing
        by the
        Originator or the omission or the alleged omission to state therein a material
        fact necessary in order to make the statements in the Free Writing Prospectus
        or
        Prospectus Supplement or any amendment or supplement to the Free Writing
        Prospectus or Prospectus Supplement approved in writing by the Originator,
        in
        the light of the circumstances under which they were made, not misleading,
        but
        only to the extent that such untrue statement or alleged untrue statement
        or
        omission or alleged omission relates to the Originator Information contained
        in
        the Free Writing Prospectus or Prospectus Supplement, (ii) any untrue statement
        or alleged untrue statement of any material fact contained in the information
        on
        any computer tape furnished to the Purchaser or an affiliate thereof by or
        on
        behalf of the Originator containing information regarding the assets of the
        Trust or (iii) any untrue statement or alleged untrue statement of any material
        fact contained in any information provided by the Originator to the Purchaser
        or
        any affiliate thereof, or any material omission from the information purported
        to be provided hereby, and disseminated to KPMG LLP or prospective investors
        (directly or indirectly through available information systems) in connection
        with the issuance, marketing or offering of the Certificates. This indemnity
        agreement will be in addition to any liability which the Originator may
        otherwise have.

       

      (b)  The
        Purchaser agrees to indemnify and hold harmless each Seller Trust the Obligor
        and the Originator, each of their respective officers, directors and each
        person
        or entity who controls each Seller Trust, the Originator, the Obligor or
        any
        such person, against any and all losses, claims, damages or liabilities,
        joint
        and several, to which the related Seller Trust, Obligor, the Originator or
        any
        such person or entity may become subject, under the Securities Act or otherwise,
        and will reimburse the applicable Seller Trust and/or the Originator or Obligor
        for any legal or other expenses incurred by such Seller Trust, the Originator,
        the Obligor each officer and director and controlling person in connection
        with
        investigating or defending any such losses, claims, damages or liabilities
        insofar as such losses, claims, damages or liabilities (or actions in respect
        thereof) arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in the Free Writing Prospectus or
        Prospectus Supplement or any amendment or supplement to the Free Writing
        Prospectus or Prospectus Supplement or the omission or the alleged omission
        to
        state therein a material fact necessary in order to make the statements in
        the
        Free Writing Prospectus or Prospectus Supplement or any amendment or supplement
        to the Free Writing Prospectus or Prospectus Supplement, in the light of
        the
        circumstances under which they were made, not misleading, but only to the
        extent
        that such untrue statement or alleged untrue statement or omission or alleged
        omission is not contained in the Originator Information in the Free Writing
        Prospectus or Prospectus Supplement. This indemnity agreement will be in
        addition to any liability which the Purchaser may otherwise have.

       

      (c)  Promptly
        after receipt by any indemnified party under this Article V of notice of
        any
        claim or the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against any indemnifying party under
        this
        Article V, notify the indemnifying party in writing of the claim or the
        commencement of that action; provided,
        however,
        that
        the failure to notify an indemnifying party shall not relieve it from any
        liability which it may have under this Article V except to the extent it
        has
        been materially prejudiced by such failure and, provided further, that the
        failure to notify any indemnifying party shall not relieve it from any liability
        which it may have to any indemnified party otherwise than under this Article
        V.

       

      If
        any
        such claim or action shall be brought against an indemnified party, and it
        shall
        notify the indemnifying party thereof, the indemnifying party shall be entitled
        to participate therein and, to the extent that it wishes, jointly with any
        other
        similarly notified indemnifying party, to assume the defense thereof with
        counsel reasonably satisfactory to the indemnified party. After notice from
        the
        indemnifying party to the indemnified party of its election to assume the
        defense of such claim or action, the indemnifying party shall not be liable
        to
        the indemnified party under this Article V for any legal or other expenses
        subsequently incurred by the indemnified party in connection with the defense
        thereof other than reasonable costs of investigation.

       

      Any
        indemnified party shall have the right to employ separate counsel in any
        such
        action and to participate in the defense thereof, but the fees and expenses
        of
        such counsel shall be at the expense of such indemnified party unless: (i)
        the
        employment thereof has been specifically authorized by the indemnifying party
        in
        writing; (ii) such indemnified party shall have been advised in writing by
        such
        counsel that there may be one or more legal defenses available to it which
        are
        different from or additional to those available to the indemnifying party
        and in
        the reasonable judgment of such counsel it is advisable for such indemnified
        party to employ separate counsel; or (iii) the indemnifying party has failed
        to
        assume the defense of such action and employ counsel reasonably satisfactory
        to
        the indemnified party, in which case, if such indemnified party notifies
        the
        indemnifying party in writing that it elects to employ separate counsel at
        the
        expense of the indemnifying party, the indemnifying party shall not have
        the
        right to assume the defense of such action on behalf of such indemnified
        party,
        it being understood, however, the indemnifying party shall not, in connection
        with any one such action or separate but substantially similar or related
        actions in the same jurisdiction arising out of the same general allegations
        or
        circumstances, be liable for the reasonable fees and expenses of more than
        one
        separate firm of attorneys (in addition to local counsel) at any time for
        all
        such indemnified parties, which firm shall be designated in writing by the
        Purchaser, if the indemnified parties under this Article V consist of the
        Purchaser, by the Originator, if the indemnified parties in this Article
        V
        consist of the Originator or by the related Seller Trust, if the indemnified
        parties in this Article V consist of such Seller Trust.

       

      Each
        indemnified party, as a condition of the indemnity agreements contained in
        Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate
        with
        the indemnifying party in the defense of any such action or claim. No
        indemnifying party shall be liable for any settlement of any such action
        effected without its written consent (which consent shall not be unreasonably
        withheld), but if settled with its written consent or if there be a final
        judgment for the plaintiff in any such action, the indemnifying party agrees
        to
        indemnify and hold harmless any indemnified party from and against any loss
        or
        liability by reason of such settlement or judgment. Notwithstanding the
        foregoing sentence, if at any time an indemnified party shall have requested
        an
        indemnifying party to consent to a settlement of any action, the indemnifying
        party agrees that it shall be liable for any settlement of any proceeding
        effected without its written consent if such settlement is entered into more
        than 30 days after receipt by such indemnifying party of the aforesaid request
        and the indemnifying party has not previously provided the indemnified party
        with written notice of its objection to such settlement. No indemnifying
        party
        shall effect any settlement of any pending or threatened proceeding in respect
        of which an indemnified party is or could have been a party and indemnity
        is or
        could have been sought hereunder, without the written consent of such
        indemnified party, unless settlement includes an unconditional release of
        such
        indemnified party from all liability and claims that are the subject matter
        of
        such proceeding.

       

      (d)  In
        order
        to provide for just and equitable contribution in circumstances in which
        the
        indemnity agreement provided for in this Article is for any reason held to
        be
        unenforceable although applicable in accordance with its terms, each Seller
        Trust and the Originator, on the one hand, and the Purchaser, on the other,
        shall contribute to the aggregate losses, liabilities, claims, damages and
        expenses of the nature contemplated by said indemnity agreement incurred
        by the
        related Seller Trust, the Originator and the Purchaser in such proportions
        as
        shall be appropriate to reflect the relative benefits received by each Seller
        Trust the Obligor and the Originator on the one hand and the Purchaser on
        the
        other from the sale of the Mortgage Loans such that the Purchaser is responsible
        for the lesser of (i) 0.25% thereof and (ii) 0.25% of the aggregate proceeds
        to
        the respective Seller Trust from the sale of the related Mortgage Loans and
        the
        Originator and/or the Obligor shall be responsible for the balance; provided,
        however,
        that no
        person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any person
        who was not guilty of such fraudulent misrepresentation. For purposes of
        this
        Section, each officer and director of the Purchaser and each person, if any,
        who
        controls the Purchaser within the meaning of Section 15 of the Securities
        Act
        shall have the same rights to contribution as the Purchaser, each director
        of
        the Originator, each officer of the Originator, and each person, if any,
        who
        controls the Originator within the meaning of Section 15 of the Securities
        Act
        shall have the same rights to contribution as the Originator and each director
        of the related Seller Trust, each officer of such Seller Trust, and each
        person,
        if any, who controls such Seller within the meaning of Section 15 of the
        Securities Act shall have the same rights to contribution as the related
        Seller.

       

      (e)  The
        Originator agrees to indemnify and to hold each of the Purchaser, the Trustee,
        each of the officers and directors of each such entity and each person or
        entity
        who controls each such entity or person and each Certificateholder harmless
        against any and all claims, losses, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and any other costs, fees and expenses that
        the
        Purchaser, the Trustee, or any such person or entity and any Certificateholder
        may sustain in any way (i) related to the failure of the Originator to perform
        its duties in compliance with the terms of this Agreement, (ii) arising from
        a
        breach by the Originator of its representations and warranties in Section
        3.01
        and 3.02 of this Agreement or (iii) related to the origination or prior
        servicing of the Mortgage Loans by reason of any acts, omissions, or alleged
        acts or omissions of the Originator, the related Seller or any servicer.
        The
        Originator shall immediately notify the Purchaser, the Trustee and each
        Certificateholder if a claim is made by a third party with respect to this
        Agreement. The Originator shall assume the defense of any such claim and
        pay all
        expenses in connection therewith, including reasonable counsel fees, and
        promptly pay, discharge and satisfy any judgment or decree which may be entered
        against the Purchaser, the Trustee or any such person or entity and/or any
        Certificateholder in respect of such claim.

       

      ARTICLE
        VI.

       

      TERMINATION

       

      Section
        6.01  Termination.
        The
        respective obligations and responsibilities of the Originator, each Seller
        and
        the Purchaser created hereby shall terminate, except for the Originator's
        indemnity obligations as provided herein upon the termination of the Trust
        as
        provided in Article X of the Pooling and Servicing Agreement.

       

      ARTICLE
        VII.

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        7.01  Amendment.
        This
        Agreement may be amended from time to time, with the consent of the NIMS
        Insurer, if any, by the Originator, each Seller Trust and the Purchaser,
        by
        written agreement signed by the Originator, each Seller Trust and the
        Purchaser.

       

      Section
        7.02  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York and the obligations, rights and remedies of the parties
        hereunder shall be determined in accordance with such laws.

       

      Section
        7.03  Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered at or mailed by
        registered mail, postage prepaid, addressed as follows:

       

      if
        to the
        Originator or to the Obligor:

       

      Option
        One Mortgage Corporation

      3
        Ada

      Irvine,
        CA 92618

      Attention:
        C. Robert Fulton

       

      or
        such
        other address as may hereafter be furnished to the Purchaser and any Seller
        Trust in writing by the Originator.

       

      if
        to the
        Purchaser:

       

      Option
        One Mortgage Acceptance Corporation

      3
        Ada

      Irvine,
        CA 92618

      Attention:
        C. Robert Fulton

       

      or
        such
        other address as may hereafter be furnished to any Seller and the Originator
        in
        writing by the Purchaser.

       

      if
        to the
        Seller Trusts:

      


      Option
        One Owner Trust 2001-1A

      Option
        One Owner Trust 2001-2

      Option
        One Owner Trust 2002-3

      Option
        One Owner Trust 2003-4

      Option
        One Owner Trust 2003-5

      Option
        One Owner Trust 2005-6

      Option
        One Owner Trust 2005-7

      Option
        One Owner Trust 2005-8

      Option
        One Owner Trust 2005-9

      Option
        One Owner Trust 2007-5A

      c/o
        Wilmington Trust Company

      One
        Rodney Square North

      1100
        North Market Street

      Wilmington,
        Delaware 19890

      Attention:
        Corporate Trust Administration

       

      or
        such
        other address as may hereafter be furnished to the Originator and the Purchaser
        in writing by the related Seller.

       

      Section
        7.04  Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions of terms of this Agreement
        shall be held invalid for any reason whatsoever, 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 of enforceability of the other provisions of this
        Agreement.

       

      Section
        7.05  Counterparts.
        This
        Agreement may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, each of which, when so executed,
        shall
        be deemed to be an original and such counterparts, together, shall constitute
        one and the same agreement.

       

      Section
        7.06  Further
        Agreements.
        The
        Purchaser, each Seller and the Originator each agree to execute and deliver
        to
        the other such additional documents, instruments or agreements as may be
        necessary or reasonable and appropriate to effectuate the purposes of this
        Agreement or in connection with the issuance of any series of Certificates
        representing interests in the Mortgage Loans.

       

      Without
        limiting the generality of the foregoing, as a further inducement for the
        Purchaser to purchase the Mortgage Loans from the Sellers, the Originator
        will
        cooperate with the Purchaser in connection with the sale of any of the
        securities representing interests in the Mortgage Loans. In that connection,
        the
        Originator will provide to the Purchaser any and all information and appropriate
        verification of information, whether through letters of its auditors and
        counsel
        or otherwise, as the Purchaser shall reasonably request and will provide
        to the
        Purchaser such additional representations and warranties, covenants, opinions
        of
        counsel, letters from auditors, and certificates of public officials or officers
        of the Originator as are reasonably required in connection with such
        transactions and the offering of investment grade securities rated by the
        Rating
        Agencies.

       

      Section
        7.07  Intention
        of The Parties.
        It is
        the intention of the parties that the Purchaser is purchasing, and each Seller
        is selling, the Mortgage Loans rather than pledging the Mortgage Loans to
        secure
        a loan by the Purchaser to each Seller. Accordingly, the parties hereto each
        intend to treat the transaction for federal income tax purposes and all other
        purposes as a sale by the related Seller, and a purchase by the Purchaser,
        of
        the Mortgage Loans. The Purchaser will have the right to review the Mortgage
        Loans and the related Mortgage Files to determine the characteristics of
        the
        Mortgage Loans which will affect the federal income tax consequences of owning
        the Mortgage Loans and the related Seller will cooperate with all reasonable
        requests made by the Purchaser in the course of such review.

       

      Section
        7.08  Successors
        And Assigns, Assignment of Purchase Agreement.
        This
        Agreement shall bind and inure to the benefit of and be enforceable by each
        Seller, the Originator, the Purchaser, the Trustee and the NIMs Insurer,
        if any.
        The NIMs Insurer, if any, shall be a third party beneficiary hereof and may
        enforce the terms hereof as if a party hereto. The obligations of each Seller
        and the Originator under this Agreement cannot be assigned or delegated to
        a
        third party without the consent of the Purchaser which consent shall be at
        the
        Purchaser's sole discretion, except that the Purchaser acknowledges and agrees
        that each Seller or the Originator may assign its obligations hereunder to
        any
        Person into which the related Seller or the Originator is merged or any
        corporation resulting from any merger, conversion or consolidation to which
        the
        related Seller or the Originator is a party or any Person succeeding to the
        business of the related Seller or the Originator. The parties hereto acknowledge
        that the Purchaser is acquiring the Mortgage Loans for the purpose of
        contributing them to a trust that will issue a series of Certificates
        representing undivided interests in such Mortgage Loans. As an inducement
        to the
        Purchaser to purchase the Mortgage Loans, the related Seller and the Originator
        each acknowledge and consent to the assignment by the Purchaser to the Trustee
        of all of the Purchaser's rights against each Seller and the Originator pursuant
        to this Agreement insofar as such rights relate to Mortgage Loans transferred
        to
        the Trustee and to the enforcement or exercise of any right or remedy against
        each Seller or the Originator pursuant to this Agreement by the Trustee.
        Such
        enforcement of a right or remedy by the Trustee shall have the same force
        and
        effect as if the right or remedy had been enforced or exercised by the Purchaser
        directly.

       

      Section
        7.09  Survival.
        The
        representations and warranties set forth in Sections 3.01, 3.02 and 3.03
        and the
        provisions of Article V hereof shall survive the purchase of the Mortgage
        Loans
        hereunder.

       

      Section
        7.10  Owner
        Trustee.
        It is
        expressly understood and agreed by the parties to this Agreement that (a)
        this
        Agreement is executed and delivered by Wilmington Trust Company, not
        individually or personally but solely as Owner Trustee of the Seller Trusts,
        in
        the exercise of the powers and authority conferred and vested in it as trustee,
        (b) each of the representations, undertakings and agreements herein made
        on the
        part of the related Seller Trust is made and intended not as personal
        representations, undertakings and agreements by Wilmington Trust Company
        but is
        made and intended for the purpose of binding only the related Seller Trust,
        (c)
        nothing herein contained shall be construed as creating any liability on
        Wilmington Trust Company, individually or personally, to perform any covenant
        either expressed or implied contained herein, all such liability, if any,
        being
        expressly waived by the parties to this Agreement and by any person claiming
        by,
        through or under the parties to this Agreement and (d) under no circumstances
        shall Wilmington Trust Company be personally liable for the payment of any
        indebtedness or expenses of any Seller Trust or be liable for the breach
        or
        failure of any obligation, representation, warranty or covenant made or
        undertaken by any Seller Trust under this Agreement or any other
        document.

       

      



      IN
        WITNESS WHEREOF, each Seller, the Originator, the Obligor and the Purchaser
        have
        caused their names to be signed to this Mortgage Loan Purchase Agreement
        by
        their respective officers thereunto duly authorized as of the day and year
        first
        above written.

      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE ACCEPTANCE CORPORATION,

                as
                  Purchaser

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE CORPORATION,

                as
                  Originator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE MORTGAGE CAPITAL CORPORATION,

                as
                  Obligor and a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2001-1A,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2001-2,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2002-3,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2003-4,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2003-5,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2005-6,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2005-7,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2005-8,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2005-9,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	 	 	 	 	 	 	 	
                OPTION
                  ONE OWNER TRUST 2007-5A,

                as
                  a Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                Wilmington
                  Trust Company, not in its

                individual
                  capacity but solely as Owner

                Trustee.

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        I

      


      MORTGAGE
        LOANS OWNED BY THE ORIGINATOR

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        II

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE MORTGAGE CAPITAL CORPORATION

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        III

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        IV

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2

      


      AVAILABLE
        UPON REQUEST

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        V

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        VI

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        VII

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        VII

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6

      


      AVAILABLE
        UPON REQUEST

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        IX

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        X

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8

      


      AVAILABLE
        UPON REQUEST


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        XI

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9

      


      AVAILABLE
        UPON REQUEST 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        XI

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9

      


      AVAILABLE
        UPON REQUEST 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        XII

      


      MORTGAGE
        LOANS OWNED BY OPTION ONE OWNER TRUST 2007-5A

      


      AVAILABLE
        UPON REQUEST 

      


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      D

     

    MORTGAGE
      LOAN SCHEDULE

    


    AS
      FILED
      ON MARCH 1, 2007

    


    Available
      Upon Request

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    
      	
              To:

            	
              Wells
                Fargo Bank, N.A.,

            
	 	
              24
                Executive Park, Suite 100

            
	 	
              Irvine,
                CA 92614

            
	 	
              Attn:
                Inventory Control

            


    

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of February 1, 2007 among Option
                One
                Mortgage Acceptance Corporation, as Depositor, Option One Mortgage
                Corporation, as Servicer and Wells Fargo Bank, N.A., as
                Trustee

            


    

    


    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      pursuant to the above-captioned Pooling and Servicing Agreement, we request
      the
      release, and hereby acknowledge receipt of the Trustee’s Mortgage File for the
      Mortgage Loan described below, for the reason indicated.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name. Address & Zip Code:

     

    Reason
      for Requesting Documents
      (check
      one):

     

    1. Mortgage
      Paid in Full

     

    2. Foreclosure

     

    3. Substitution

     

    4. Other
      Liquidation (Repurchases, etc.)

     

    5. Nonliquidation
      Reason:

     

    Address
      to which Trustee should deliver

    the
      Trustee’s Mortgage File:

    


    


    By:____________________________

                 (authorized
      signer)

     

    Issuer:

     

    Address:

     

    Date:

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRUSTEE’S INITIAL CERTIFICATION

     

    [Date]

     

    

      
        	
                Option
                  One Mortgage Acceptance Corporation

                3
                  Ada

                Irvine,
                  California 92618

              	
                Option
                  One Mortgage Corporation

                3
                  Ada

                Irvine,
                  California 92618

              


      

    

    


     

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of February 1, 2007 among Option
                One
                Mortgage Acceptance Corporation, as Depositor, Option One Mortgage
                Corporation, as Servicer and Wells Fargo Bank, N.A., as Trustee

            


    

    


    Ladies
      and Gentlemen:

     

    Attached
      is the Trustee’s preliminary exception report delivered in accordance with
      Section 2.02 of the referenced Pooling and Servicing Agreement (the APooling
      and Servicing Agreement”). Capitalized terms used but not otherwise defined
      herein shall have the meanings set forth in the Pooling and Servicing
      Agreement.

     

    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 the Mortgage File pertaining to the Mortgage Loans
      identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
      effectiveness or suitability of any such Mortgage Loan or (iii) whether any
      Mortgage File included any of the documents specified in clause (vi) of Section
      2.01 of the Pooling and Servicing Agreement.

     

    
      	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name: 

            
	 	 	 	 	 	 	 	
              Title: 

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     


    EXHIBIT
      F-2

     

    FORM
      OF
      TRUSTEE’S FINAL CERTIFICATION

     

    [Date]

     

    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada

              Irvine,
                California 92618

            	 


    

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of February 1, 2007 among Option
                One
                Mortgage Acceptance Corporation, as Depositor, Option One Mortgage
                Corporation, as Servicer and Wells Fargo Bank, N.A., as
                Trustee

            


    

    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of 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 Schedule I hereto) it (or its custodian) has received the applicable
      documents listed in Section 2.01 of the Pooling and Servicing
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in the Mortgage Loan Schedule is
      correct.

     

    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 the Mortgage File pertaining to the Mortgage Loans
      identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
      effectiveness or suitability of any such Mortgage Loan or (iii) whether any
      Mortgage File included any of the documents specified in clause (vi) of Section
      2.01 of the Pooling and Servicing Agreement.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement. This Certificate is qualified
      in
      all respects by the terms of said Pooling and Servicing Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name: 

            
	 	 	 	 	 	 	 	
              Title: 

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      F-3

     

    FORM
      OF
      RECEIPT OF MORTGAGE NOTE

     

    


    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada 

              Irvine,
                California 92618

            	 


    

    


    
      	 	
              Re:

            	
              Option
                One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series
                2007-CP1

            


    

    


    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement, dated as of February
      1,
      2007, among Option One Mortgage Acceptance Corporation as Depositor, Option
      One
      Mortgage Corporation as Servicer and Wells Fargo Bank, N.A. as Trustee (the
      “Trustee”), we hereby acknowledge the receipt of the original Mortgage Notes (a
      copy of which is attached hereto as Exhibit 1) with any exceptions thereto
      listed on Exhibit 2.

     

    
      	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name: 

            
	 	 	 	 	 	 	 	
              Title: 

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     


    EXHIBIT
      G

     

    LOSS
      MITIGATION PROCEDURES

     

    FAS
      140 P &S Relevant Provisions - Recovery for Default
      Loans

    


    Collections
      Department Pre-foreclosure Process:

    


    As
      a
      general rule, at 34 calendar days of delinquency, all borrowers are sent a
      30-day pre-foreclosure demand letter. Borrowers in states that require more
      than
      a 30-day period are given the amount of time specified by state law. Servicer
      will follow customary and prudent servicing practices when issuing
      pre-foreclosure demand letters.

     

    Borrowers
      who are unable to pay the total amount past due are reviewed for foreclosure
      based upon the following criteria: 

     

    “Early
      Indicator” default risk score. Those borrowers with risk scores that suggest a
      strong statistical likelihood of continuing default, are approved for
      foreclosure as soon as 48 hours after expiration of the demand letter
      (approximately 64 calendar days delinquent). 

     

    
      	A.           	
              Borrowers
                who demonstrate a willingness and ability to pay are solicited for
                extended repayment plans. For example, on a six month repayment plan,
                a
                portion of all past due payments is divided equally by 6 and a monthly
                payment schedule is established. The first payment would consist
                of a good
                faith payment of some portion of the past due amount, one regular
                monthly
                installment and 1/6th of the remaining past due amount, and each
                of the
                remaining 5 payments would be comprised of a regular monthly payment
                and
                1/6 of the remaining past due amount referred to
                hereinabove.

            


    

     

    
      	 	
              B.

            	
              Broken
                repayment plans. Those borrowers who are placed on extended repayment
                plans but fail to make their scheduled payments are issued a new
                Notice of
                Intent to Foreclose or reviewed for foreclosure referral as soon
                as 48
                hours after the payment plan is broken, as
                applicable.

            


    

     

    All
      borrowers are given reasonable opportunities to pay the total amount past due
      (including all contractually permitted fees and charges) prior to the expiration
      of the 30 day demand letters. Borrowers who fail to contact Option One when
      past
      due, who repeatedly break promises to pay, who have a willingness but no
      financial ability, or apparent financial ability but no willingness, may be
      referred to foreclosure at any time after the expiration of the 30-day demand
      letter. As a general rule, a loan is referred to foreclosure no later than
      the
      120th
      day of
      delinquency. The guidelines outlined herein presuppose at least some reasonable
      degree of willingness and ability to pay. 

     

    Borrowers
      who have willingness to pay and contact the Servicer for alternative workout
      options may avoid foreclosure referral by means of options including
      modification, extended re-payment plan, mortgage insurance claim advance, short
      payoff, deed in lieu of foreclosure or other agreed upon Loss Mitigation options
      that may be meritorious. 

     

    Pre-conveyance
      of Title:

    


    Initial
      contact is made for discovery of mortgagor’s intent and a minimum requirement of
      two attempted contacts per month is required. In general, contact made or
      attempted within the first 48 hours establishes categories as follows: Willing
      and Able, Unwilling or Willing and Unable. Each category provides a subset
      of
      options for loss mitigation efforts and the options are ranked within each
      category as follows: 

     

    
      	 	
              1.

            	
              Willing
                and Able
                -
                Typically the mortgagor’(s) reason for default is temporary and a
                foreseeable solution is probable. The standard options negotiated,
                ranked
                in priority are:

            


    

    


    
      	
              A.

            	
              Full
                Reinstatement

            
	
              B.

            	
              Payoff

            
	
              C.

            	
              Standard
                payment plan

            
	
              D.

            	
              Extension
                of the payment plan

            
	
              E.

            	
              Forbearance

            
	
              F.

            	
              Mortgage
                Insurance Claim Advance

            
	
              G.

            	
              Modification

            
	 	 


    

    
    

     

    
      	 	
              2.

            	
              Unwilling
                -
                Typically the mortgagor(s) is unclear of options to mitigate default
                and
                avoids all calls or is brief and discloses little when contact is
                made. In
                this category efforts are made to continue attempts to contact and/or
                counsel mortgagor(s). When no contact is made, Skip Tracing, promotional
                items and/or letters are mailed in attempts to stimulate
                communication.

            


    

     

    
      	 	
              3.

            	
              Willing
                and Unable
                -
                Mortgagor(s) want to save home or remedy the default, however do
                not have
                resources to do so. In this scenario, the standard options negotiated,
                ranked in priority are:

            


    

    


    
      	 	
              A.

            	
              Payoff

            


    

    
      	 	
              B.

            	
              Pre-Sale/Pre-Foreclosure
                Sale, Short Payoff

            


    

    
      	 	
              C.

            	
              Deed
                In Lieu of Foreclosure

            


    

    
      	 	
              D.

            	
              Write-Off

            


    

    
      	 	
              E.

            	
              Negotiated
                Settlement

            


    

    
      	 	
              F.
                

            	
              Modification

            


    

    


    The
      foreclosure process runs parallel to the Loss Mitigation efforts and in the
      event no workout is achieved then the Servicer obtains title to the property
      through foreclosure sale, following which the REO Department will attempt to
      seek complete recovery from the sale of said property. 

     

    List
      of all Loss Mitigation Options used:
      

     

    
      	 	
              -

            	
              Full
                Reinstatement

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              -

            	
              Payoff

            
	
              -

            	
              Re-Payment
                Plan

            
	
              -

            	
              Extension
                Payment Plan

            
	
              -

            	
              Forbearance

            
	
              -

            	
              Short
                Payoff

            
	
              -

            	
              Modification

            
	
              -

            	
              Deed
                In Lieu of Foreclosure

            
	
              -

            	
              Write-off

            
	
              -

            	
              Negotiated
                Settlement

            
	
              -

            	
              Mortgage
                Insurance Claim Advance

            


    

    


    Conveyance
      of Title:

    


    Once
      title is acquired as a result of foreclosure sale, Deed In Lieu of Foreclosure
      or otherwise, the property is assigned to an REO Agent for complete and timely
      disposition. REO Broker/Agents are selected and retained using the following
      criteria: 

     

    
      	
              -

            	
              Experienced
                and Possess Error and Omissions Insurance

            
	
              -

            	
              Licensed
                to sell Real Property in the related region

            
	
              -

            	
              Adhere
                to Option One Mortgage Corporation’s
                Standards

            


    

    


    Review
      of
      the current values obtained on the subject property will determine the marketing
      strategy and the strategy will focus on disposing of the property in a timely
      and practical manner. An analysis worksheet is completed to establish the
      marketing strategy on the property.

     



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
      _______________, successor by merger to ________________________________________
      (“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 presently lost
      and
      unavailable after diligent search has been made. Seller’s records show that an
      amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and Seller is still owner and holder in due course of said
      lost
      note.

     

    Seller
      executes this Affidavit for the purpose of inducing Wells Fargo Bank, N.A.,
      as
      trustee on behalf of Option One Mortgage Loan Trust 2007-CP1, Asset-Backed
      Certificates Series 2007-CP1, to accept the transfer of the above described
      loan
      from Seller.

     

    Seller
      agrees to indemnify Wells Fargo Bank, N.A., Option One Mortgage Acceptance
      Corporation and Option One Mortgage Corporation for any losses incurred by
      such
      parties resulting from the above described promissory note that 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 ____________________.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      I

     

    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

    


    


    


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    


    
      	
              DATE:

            	
              February
                22, 2007

            
	
               

            	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity, but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Option One Mortgage Loan Trust 2007-CP1,
                Asset-Backed Certificates, Series 2007-CP1

            
	
              ATTENTION:

            	
              Client
                Manager - Option One 2007-CP1

            
	
              FACSIMILE:

            	
              1-410-715-2380

            
	 	 
	
              TO:

            	
              Option
                One Mortgage Corporation

            
	
              ATTENTION:

            	
              Mr.
                Herbert Kim

            
	
              FACSIMILE:

            	
              1-866-530-3613

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE: 

            	
              212-272-9857

            
	 	 
	
              RE:
                

            	
              Novation
                Confirmation

            
	 	 
	
              REFERENCE
                NUMBER(S):

            	
              FXOOML7CP1
                (BXOOML7CP1)

            


    

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below. This Novation Confirmation constitutes a “Confirmation” as
      referred to in the New Agreement specified below. 

    


    1. 
        The
      definitions and provisions contained in the 2004 ISDA Novation Definitions
      (the
“Definitions”) and the terms and provisions of the 2000 ISDA
      Definitions,
      as
      published by the International Swaps and Derivatives Association, Inc. and
      amended from time to time, are incorporated in this Novation Confirmation.
      In
      the event of any inconsistency between (i) the Definitions, (ii) the 2000 ISDA
      Definitions, and/or (iii) the Novation Agreement and this Novation Confirmation,
      this Novation Confirmation will govern. 

    


    2.   
       The
      terms
      of the Novation Transaction to which this Novation Confirmation relates are
      as
      follows:

    


    
      	 	
              Novation
                Trade Date:

            	
              February
                22, 2007

            
	 	
              Novation
                Date:

            	
              February
                22, 2007

            
	 	
              Novated
                Amount:

            	
              USD
                2,995,013.66

            
	 	
              Transferor
                1:

            	
              Option
                One Mortgage Corporation

            
	 	
              Transferor
                2:

            	
              Bear
                Stearns Bank PLC

            
	 	
              Transferee
                1:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity, but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Option One Mortgage Loan Trust
                2007-CP1,Asset-Backed Certificates, Series 2007-CP1 

            
	 	
              Transferee
                2:

            	
              Bear
                Stearns Financial Products Inc.

            
	 	
              New
                Agreement (between Transferee 1 and Transferee 2):

            	
              The
                Agreement defined in Exhibit A

            


    

    


    


    3.  
        The
      terms
      of each Old Transaction to which this Novation Confirmation relates, for
      identification purposes, are as follows:

    


    
      	 	
              Trade
                Date of Old Transaction:

            	
              February
                16, 2007

            
	 	
              Effective
                Date of Old Transaction:

            	
              February
                22, 2007

            
	 	
              Termination
                Date of Old Transaction:

            	
              August
                25, 2012

            


    

    


    4.  
        The terms of each the New Transaction to which this Novation Confirmation
      relates shall be as specified in the New Confirmation attached hereto as Exhibit
      A.

     

    
      	
               

            	
              Full
                First Calculation Period:

            	
              Applicable

            


    

     

    


    5.   
       Offices:       

    
      	 	
              Transferor
                1:

            	
              Not
                applicable

            
	 	
              Transferor
                2:

            	
              Not
                applicable

            
	 	
              Transferee
                1:

            	
              Not
                applicable

            
	 	
              Transferee
                2:

            	
              Not
                applicable

            


    

    


     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.
      The
      Transferor, by its execution of a copy of this Novation Confirmation, agrees
      to
      the terms of the Novation Confirmation as it relates to the Old Transaction.
      The
      Transferee, by its execution of a copy of this Novation Confirmation, agrees
      to
      the terms of the Novation Confirmation as it relates to the New Transaction.To
      discuss an inquiry regarding U.S. Transactions, please contact Nick
      Girardi
      by
      telephone at 212-272-8420.
      For all
      other inquiries please contact Derivatives
      Documentation by
      telephone at 353-1-402-6233.

    


    
      	
              Option
                One Mortgage Corporation

            	 	
              Bear
                Stearns Bank PLC

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 
	 	 	 
	 	 	 
	
              Wells
                Fargo Bank, N.A., not in its individual capacity, but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Option One Mortgage Loan Trust 2007-CP1,
                Asset-Backed Certificates, Series 2007-CP1 

            	 	
              Bear
                Stearns Financial Products Inc.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        A

      


      
        	
                

              	
                BEAR
                  STEARNS FINANCIAL PRODUCTS INC.

              
	 	
                383
                  MADISON AVENUE

              
	 	
                NEW
                  YORK, NEW YORK 10179

              
	 	
                212-272-4009

              


      

      


      


      
        	
                DATE:

              	
                February
                  22, 2007

              
	
                 

              	 
	
                TO:

              	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust with respect to the Option One Mortgage Loan Trust 2007-CP1,
                  Asset-Backed Certificates, Series 2007-CP1

              
	
                ATTENTION:

              	
                Client
                  Manager - Option One 2007-CP1

              
	
                TELEPHONE:

              	
                410-884-2000

              
	
                FACSIMILE:

              	
                410-715-2380

              
	 	 
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857
                  

              
	 	 
	
                SUBJECT:

              	
                Mortgage
                  Derivatives Confirmation and Agreement

              
	 	 
	
                REFERENCE
                  NUMBER:

              	
                FXOOML7CP1

              


      

      


      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
        Bear Stearns Financial Products Inc. (“Party
        A”) and
        Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates,
        Series 2007-CP1 (“Party
        B”).
        Reference is hereby made to the Pooling and Servicing Agreement, dated as
        of
        February 1, 2007, among Option One Mortgage Acceptance Corporation, as
        Depositor, Option One Mortgage Corporation, as Servicer and Wells Fargo Bank,
        N.A., as Trustee (“Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      


      
        	1.            	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),

                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 4 of this Confirmation,
                  and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject
                  to New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 4 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 4 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in a Schedule to the ISDA Master Agreement; each reference herein
        to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
        Support Annex.

      


      
        	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      


      
        	
                Type
                  of Transaction:

              	
                Interest
                  Rate Swap

              
	 	 
	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period, the lesser of (i) the Scheduled
                  Amount
                  set forth for such Calculation Period on Schedule I (attached hereto)
                  and
                  (ii) (x) the aggregate certificate principal balance of the Class
                  A and
                  Mezzanine Certificates immediately preceding the Distribution Date
                  which
                  occurs in the calendar month of the Floating Rate Payer Payment
                  Date for
                  such Calculation Period (determined for this purpose without regard
                  to any
                  adjustment of the Floating Rate Payer Payment Date or Distribution
                  Date
                  relating to business days) multiplied by (y) 1/Scale
                  Factor.

              
	 	 
	
                Trade
                  Date:

              	
                February
                  22, 2007

              
	 	 
	
                Effective
                  Date:

              	
                February
                  22, 2007

              
	 	 
	
                Termination
                  Date:

              	
                August
                  25, 2012 subject to adjustment in accordance with the Business
                  Day
                  Convention; provided, however, that for the purpose of determining
                  the
                  final Fixed Rate Payer Period End Date, Termination Date shall
                  be subject
                  to No Adjustment.

              
	 	 
	
                Fixed
                  Amounts:

              	 
	 	 
	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  March 25, 2007 and ending on the Termination Date, with No
                  Adjustment.

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. One Business Day prior to each Fixed
                  Rate
                  Payer Period End Date.

              
	 	 
	
                Fixed
                  Rate:

              	
                5.27%

              
	 	 
	
                Fixed
                  Amount:

              	
                To
                  be determined in accordance with the following formula:


              
	 	 
	 	
                Scale
                  Factor* Fixed Rate * Notional Amount * Fixed Rate Day Count
                  Fraction

              
	 	 
	
                Fixed
                  Rate Day 

              	 
	
                Count
                  Fraction:

              	
                30/360

              
	 	 
	
                Floating
                  Amounts:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  March 25, 2007 and ending on the Termination Date, subject to adjustment
                  in accordance with the Business Day Convention.

              
	 	 
	
                Floating
                  Rate Payer 

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. One Business Day prior to each Floating
                  Rate
                  Payer Period End Date.

              
	 	 
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Floating
                  Amount:

              	
                To
                  be determined in accordance with the following formula:


              
	 	 
	 	
                Scale
                  Factor * Floating Rate Option * Notional Amount * Floating Rate
                  Day Count
                  Fraction

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month 

              
	 	 
	
                Floating
                  Rate Day 

              	 
	
                Count
                  Fraction:

              	
                Actual/360

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	 	 
	
                Business
                  Days:

              	
                New
                  York

              
	 	 
	
                Business
                  Day Convention:

              	
                Following

              
	 	 
	
                Scale
                  Factor: 

              	
                250

              
	 	 
	
                Calculation
                  Agent:

              	
                Party
                  A

              


      

      


      3.         
          Additional
        Provisions:                                             
 For
        each
        Calculation Period, Party B will make available on its website
        https://www.ctslink.com indicating the outstanding principal balance of the
        Class A and Mezzanine Certificates as of the first day of the related Remittance
        Period.

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      (a)          
         “Specified
        Entity”
        will not
        apply to Party A or Party B for any purpose. 

      


      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	(i)  	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or in Paragraph 7 of the Credit Support Annex,
                  any
                  failure by Party A to comply with or perform any obligation to
                  be complied
                  with or performed by Party A under the Credit Support Annex shall
                  not
                  constitute an Event of Default under Section 5(a)(i) unless (A)
                  a Required
                  Ratings Downgrade Event has occurred and been continuing for 30
                  or more
                  Local Business Days and (B) such failure is not remedied on or
                  before the
                  third Local Business Day after notice of such failure is given
                  to Party
                  A.

              


      

      


      
        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14.

      


      “Threshold
        Amount” means USD 100,000,000.

      


      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)         
         Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      (i)          
         The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and will apply
                  to
                  Party B. 

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      (f)         
          Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      
        	(i)  	
                The
                  Second Method will apply.

              


      

      


      
        	(ii)  	
                Market
                  Quotation will apply, provided, however, that, if Party A is the
                  Defaulting Party or the sole Affected Party, the following provisions
                  will
                  apply:

              


      

      


      
        	 	
                (A)

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the following:


              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) for an amount that would be paid to Party B (expressed as a negative
        number)
        or by Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (2) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation or occurrence of the relevant Early Termination Date. The day
        and
        time as of which those Firm Offers are to be provided (the “bid time”) will be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If at least one Firm Offer from an Approved Replacement (which, if
        accepted, would determine the Market Quotation) is provided at the bid time,
        the
        Market Quotation will be the Firm Offer (among such Firm Offers as specified
        in
        clause (C) below) actually accepted by Party B no later than the Business
        Day
        immediately preceding the Early Termination Date. If no Firm Offer from an
        Approved Replacement (which, if accepted, would determine the Market Quotation)
        is provided at the bid time, it will be deemed that the Market Quotation
        in
        respect of such Terminated Transaction or group of Transactions cannot be
        determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at
                  the bid time,
                  Party B shall accept the Firm Offer (among such Firm Offers) which
                  would
                  require either (x) the lowest payment by Party B to the Reference
                  Market-maker, to the extent Party B would be required to make a
                  payment to
                  the Reference Market-maker or (y) the highest payment from the
                  Reference
                  Market-maker to Party B, to the extent the Reference Market-maker
                  would be
                  required to make a payment to Party B. If only one Firm Offer from
                  an
                  Approved Replacement (which, if accepted, would determine the Market
                  Quotation) is provided at the bid time, Party B shall accept such
                  Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

      


      
        	 	
                (E)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      (g)         
         “Termination
        Currency”
        means
        USD.

      


      (h)         
          Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      Part
        2.  Tax
        Matters.

      


      (a)          
         Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)         
        Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (1)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (2)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (3)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

      
        	 	 	 


      

      (B)         
         Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)        
          Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)        
         Party
        A
        makes the following representation(s):

      


      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

      
        	 	 	 


      

      (B)         
         Party
        B
        makes the following representation(s):

      


      None.

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                  this Agreement, all Taxes in relation to payments by Party A shall
                  be
                  Indemnifiable Taxes (including any Tax imposed in relation to a
                  Credit
                  Support Document or in relation to any payment thereunder) unless
                  (i) such
                  Taxes are assessed directly against Party B and not by deduction
                  or
                  withholding by Party A or (ii) arise as a result of a Change in
                  Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a) For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              
	
                Party
                  A

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

              
	 	 	 	 
	
                Party
                  B

              	
                Upon
                  the execution and delivery of this Agreement, Party B shall (a)
                  apply for
                  the employer identification number of the Trust promptly upon entering
                  into this Agreement and deliver the related correct, complete and
                  duly
                  executed IRS Form W-9 promptly upon receipt to eliminate U.S. federal
                  withholding and backup withholding tax as payments to Party B under
                  this
                  Agreement; and, in any event, no later than the first Payment Date
                  of this
                  transaction; (b) in the case of a W-8ECI, W-8IMY and W-8BEN that
                  does not
                  include a U.S. taxpayer identification number in line 6, deliver
                  before
                  December 31 of each third succeeding calendar year; (c) deliver
                  promptly
                  upon reasonable demand by Party A; and, (d) deliver promptly upon
                  learning
                  that any such Form previously provided by Party B has become obsolete
                  or
                  incorrect.

              	 	
                (i)
                  Before the first scheduled payment; (ii) promptly upon reasonable
                  demand
                  by Party
                  A;
                  and (iii) promptly upon learning that any Form W-9 or other applicable
                  form (or any successor thereto) previously provided by Party
                  B
                  has become obsolete or incorrect.

              


      

      


      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                Party
                  A and

                Party
                  B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A

              	
                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

              	 	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              
	 	 	 	 	 
	
                Party
                  B

              	
                An
                  executed copy of the Pooling and Servicing Agreement

              	 	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	
                No

              


      

      


      Part
        4. Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A:

      
        	
                Address:

              	
                383
                  Madison Avenue, New York, New York 10179

              
	
                Attention:

              	
                DPC
                  Manager 

              
	
                Facsimile:

              	
                (212)
                  272-5823

              
	 	 
	
                with
                  a copy to:

              	 
	 	 
	
                Address:

              	
                One
                  Metrotech Center North, Brooklyn, New York 11201

              
	
                Attention:

              	
                Derivative
                  Operations 7th Floor

              
	
                Facsimile:

              	
                (212)
                  272-1634

              
	 	 
	
                (For
                  all purposes)

              	 


      

      


      Address
        for notices or communications to Party B:

      


      
        	 	
                Wells
                  Fargo Bank, N.A.

              
	
                Address:

              	
                9062
                  Old Annapolis Rd

              
	 	
                Columbia,
                  MD 21045-1951

              
	
                Attention:

              	
                Client
                  Manager Option One 2007-CP1

              
	
                Facsimile:

              	
                410-715-2380

              
	
                Phone:

              	
                410-884-2000

              
	 	 
	
                (For
                  all purposes)

              	 


      

      


      (b)         
         Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

      


      (f)         
          Credit
        Support Document. 

       

      
        	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              
	 	 
	
                Party
                  B:

              	
                The
                  Credit Support Annex.

              


      

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      
        	
                Party
                  A:

              	
                The
                  guarantor under any guarantee in support of Party A’s obligations under
                  this Agreement.

              
	 	 
	
                Party
                  B:

              	
                None.

              


      

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.
                  Party A and Party B shall be deemed to have no Affiliates for purposes
                  of
                  this Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

      Part
        5.  Others
        Provisions.

      


      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      (b)         
         Amendments
        to ISDA Master Agreement.

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                [Reserved.]
                  

              


      

      


      
        	 	
                (iii)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction, (ii) it has consulted with its own
                  legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party, (iii) it is not relying on any communication
                  (written or oral) of the other party as investment advice or as
                  a
                  recommendation to enter into this Transaction; it being understood
                  that
                  information and explanations related to the terms and conditions
                  of this
                  Transaction shall not be considered investment advice or a recommendation
                  to enter into this Transaction, and (iv) it has not received from
                  the
                  other party any assurance or guaranty as to the expected results
                  of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) it understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

      


      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) deleting the last paragraph thereof and inserting the
                  following
                  in lieu thereof:

              


      

      


      “Notwithstanding
        anything to the contrary in Section 7 (as amended herein) and Part 5(f),
        any
        transfer by Party A under this Section 6(b)(ii) shall not require the consent
        of
        Party B for such transfer if the following conditions are
        satisfied:

      


      
        	 	
                (1)

              	
                the
                  transferee (the “Section 6 Transferee”) is an Eligible
                  Replacement;

              


      

      


      
        	 	
                (2)

              	
                if
                  the Section 6 Transferee is domiciled in a different country or
                  political
                  subdivision thereof from both Party A and Party B, such transfer
                  satisfies
                  the Rating Agency Condition;

              


      

      


      
        	 	
                (3)

              	
                the
                  Section 6 Transferee will not, as a result of such transfer, be
                  required
                  on the next succeeding Scheduled Payment Date to withhold or deduct
                  on
                  account of any Tax (except in respect of default interest) amounts
                  in
                  excess of that which Party A would, on the next succeeding Scheduled
                  Payment Date have been required to so withhold or deduct unless
                  the
                  Section 6 Transferee would be required to make additional payments
                  pursuant to Section 2(d)(i)(4) corresponding to such excess;
                  

              


      

      


      
        	 	
                (4)

              	
                a
                  Termination Event or Event of Default does not occur as a result
                  of such
                  transfer; and

              


      

      


      
        	 	
                (5)

              	
                the
                  Section 6 Transferee confirms in writing that it will accept all
                  of the
                  interests and obligations in and under this Agreement which are
                  to be
                  transferred to it in accordance with the terms of this
                  provision.”

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      (i)       
        S&P
        First Level Downgrade.
        If an
        S&P Approved Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(1), within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (ii)     
         Moody’s
        First Rating Trigger Collateral.
        If (A)
        it is not the case that a Moody’s Second Trigger Ratings Event has occurred and
        been continuing for 30 or more Local Business Days and (B) Party
        A
        has failed to comply with or perform any obligation to be complied with or
        performed by Party A in accordance with the Credit Support Annex, then an
        Additional Termination Event shall have occurred with respect to Party A,
        Party
        A shall be the sole Affected Party with respect to such Additional Termination
        Event and all Transactions hereunder shall be Affected Transactions.


      


      (iii)     
        S&P
        Second Level Downgrade.
        If an
        S&P Required Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(2) within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (iv)   
         Moody’s
        Second Rating Trigger Replacement.
        If (A) a
        Moody’s Second Trigger Ratings Event has occurred and been continuing for 30 or
        more Local Business Days and (B) (i) at least one Eligible Replacement has
        made
        a Firm Offer to be the transferee of all of Party A’s rights and obligations
        under this Agreement (and such Firm Offer remains an offer that will become
        legally binding upon such Eligible Replacement upon acceptance by the offeree)
        and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
        Guarantee (and such Firm Offer remains an offer that will become legally
        binding
        upon such Eligible Guarantor immediately upon acceptance by the offeree),
        then
        an Additional Termination Event shall have occurred with respect to Party
        A,
        Party A shall be the sole Affected Party with respect to such Additional
        Termination Event and all Transactions hereunder shall be Affected Transactions.
        

       

      (v)     
        Amendment
        of the Pooling and Servicing Agreement.
        If,
        without the prior written consent of Party A where such consent is required
        under the Pooling and Servicing Agreement (such consent not to be unreasonably
        withheld), an amendment is made to the Pooling and Servicing Agreement which
        amendment could reasonably be expected to have a material adverse effect
        on the
        interests of Party A under this Agreement, an Additional Termination Event
        shall
        have occurred with respect to Party B, Party B shall be the sole Affected
        Party
        with respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transactions. 

      


      (vi)   
         Failure
        to Comply with Regulation AB Requirements.
        If, upon
        the occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
        Party
        A has not complied with any of the provisions set forth in clause (iii) of
        Part
        5(e) below, then an Additional Termination Event shall have occurred with
        respect to Party A and Party A shall be the sole Affected Party with respect
        to
        such Additional Termination Event.

      


      


      
        	(vii)   
                 	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article X of the Pooling and Servicing Agreement
                  (such
                  notice, the “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in connection with the Early Termination
                  Date
                  resulting from this Additional Termination Event; notwithstanding
                  anything
                  to the contrary in Section 6(c)(ii), payments and deliveries under
                  Section
                  2(a)(i) or Section 2(e) in respect of the Terminated Transactions
                  resulting from this Additional Termination Event will be required
                  to be
                  made through and including the Early Termination Date designated
                  as a
                  result of this Additional Termination Event; provided, for the
                  avoidance
                  of doubt, that any such payments or deliveries that are made on
                  or prior
                  to such Early Termination Date will not be treated as Unpaid Amounts
                  in
                  determining the amount payable in respect of such Early Termination
                  Date;
                  (D) notwithstanding anything to the contrary in Section 6(d)(i),
                  (I) if,
                  no later than 4:00 pm New York City time on the day that is four
                  Business
                  Days prior to the final Distribution Date specified in the Optional
                  Termination Notice, the Trustee requests the amount of the Estimated
                  Swap
                  Termination Payment, Party A shall provide to the Trustee in writing
                  (which may be done in electronic format) the amount of the Estimated
                  Swap
                  Termination Payment no later than 2:00 pm New York City time on
                  the
                  following Business Day and (II) if the Trustee provides written
                  notice
                  (which may be done in electronic format) to Party A no later than
                  two
                  Business Days prior to the final Distribution Date specified in
                  the
                  Optional Termination Notice that all requirements of the Optional
                  Termination have been met, then Party A shall, no later than one
                  Business
                  Day prior to the final Distribution Date specified in the Optional
                  Termination Notice, make the calculations contemplated by Section
                  6(e) of
                  the ISDA Master Agreement (as amended herein) and provide to the
                  Trustee
                  in writing (which may be done in electronic format) the amount
                  payable by
                  either Party B or Party A in respect of the related Early Termination
                  Date
                  in connection with this Additional Termination Event; provided,
                  however,
                  that the amount payable by Party B, if any, in respect of the related
                  Early Termination Date shall be the lesser of (x) the amount calculated
                  to
                  be due by Party B pursuant to Section 6(e) and (y) the Estimated
                  Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice; and (F) for purposes of determining
                  the
                  payment under Section 6(e) of the ISDA Master Agreement, for all
                  Calculation Periods beginning on or after the Early Termination
                  Date, the
                  definition of Notional Amount in the Confirmation shall be deleted
                  in its
                  entirety and replaced with the following: “With respect to each
                  Calculation Period, the Scheduled Amount for such Calculation Period
                  as
                  set forth in the Schedule of Scheduled Amounts attached hereto
                  multiplied
                  by the quotient of (A) the Notional Amount for the Calculation
                  Period
                  immediately prior to the Early Termination Date divided by (B)
                  the
                  Scheduled Amount for the Calculation Period immediately prior to
                  the Early
                  Termination Date as set forth in the Schedule of Scheduled Amounts
                  attached hereto.

              


      

      


      The
        Trustee shall be an express third party beneficiary of this Agreement as
        if a
        party hereto to the extent of the Trustee’s rights specified herein.


      


      (viii) 
         Failure
        to Pay Class A Certificates.
        If the
        Securities Administrator on behalf of the Trust is unable to pay, or fails
        or
        admits in writing its inability to pay (1) on any Distribution Date, any
        Accrued
        Certificate Interest Distribution Amount with respect to the Class A
        Certificates or (2) by the Distribution Date immediately following the maturity
        date for the Mortgage Loan with the latest maturity date, the ultimate payment
        of principal with respect to the Class A Certificates, in either case to
        the
        extent required pursuant to the terms of the Pooling and Servicing Agreement
        to
        be paid to the Class A Certificates, then an Additional Termination Event
        shall
        have occurred with respect to Party B, Party B shall be the sole Affected
        Party
        and all Transactions hereunder shall be Affected Transactions.

      


      


      
        	
                (d)

              	
                Rating
                  Agency Downgrade.  

              


      

      


      (i)           
         S&P
        Downgrade:

      


      
        	 	
                (1)

              	
                In
                  the event that an S&P Approved Ratings Downgrade Event occurs and is
                  continuing, then within 30 days after such rating downgrade, Party
                  A
                  shall, subject to the Rating Agency Condition with respect to S&P, at
                  its own expense, either (i) procure a Permitted Transfer, (ii)
                  obtain an
                  Eligible Guarantee or (iii) post collateral in accordance with
                  the Credit
                  Support Annex.

              


      

      


      
        	 	
                (2)

              	
                In
                  the event that an S&P Required Ratings Downgrade Event occurs and is
                  continuing, then within 10 Local Business Days after such rating
                  withdrawal or downgrade, Party A shall, subject to the Rating Agency
                  Condition with respect to S&P, at its own expense, procure either (i)
                  a Permitted Transfer or (ii) an Eligible
                  Guarantee.

              


      

      


      (ii)         
          Moody’s
        Downgrade.

      


      
        	 	
                (1)
                  

              	
                In
                  the event that a Moody’s Second Trigger Ratings Event occurs and is
                  continuing, Party A shall, as soon as reasonably practicable thereafter,
                  at its own expense and using commercially reasonable efforts, either
                  (i)
                  procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                  

              


      

      


      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. 

              


      

      


      
        	 	
                (i)

              	
                Party
                  A agrees and acknowledges that Option One Mortgage Acceptance Corporation
                  (“Depositor”) is required under Regulation AB under the Securities Act of
                  1933, as amended, and the Securities Exchange Act of 1934, as amended
                  (the
                  “Exchange Act”) (“Regulation AB”), to disclose certain financial
                  information regarding Party A or its group of affiliated entities,
                  if
                  applicable, depending on the aggregate “significance percentage” of this
                  Agreement and any other derivative contracts between Party A or
                  its group
                  of affiliated entities, if applicable, and Party B, as calculated
                  from
                  time to time in accordance with Item 1115 of Regulation AB.
                  

              


      

      


      
        	 	
                (ii)

              	
                It
                  shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                  Business Day after the date hereof for so long as the Issuing Entity
                  is
                  required to file periodic reports under the Exchange Act, Depositor
                  requests from Party A the applicable financial information described
                  in
                  Item 1115 of Regulation AB (such request to be based on a reasonable
                  determination by Depositor, in good faith, that such information
                  is
                  required under Regulation AB) (the “Swap Financial
                  Disclosure”).

              


      

      


      
        	 	
                (iii)

              	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A, within ten
                  (10) days
                  and at its own expense, shall (1)(a) either (i) provide to Depositor
                  the
                  current Swap Financial Disclosure in an EDGAR-compatible format
                  (for
                  example, such information may be provided in Microsoft Word® or Microsoft
                  Excel® format but not in .pdf format) or (ii) provide written consent
                  to
                  Depositor to incorporation by reference of such current Swap Financial
                  Disclosure that are filed with the Securities and Exchange Commission
                  in
                  the Exchange Act Reports of Depositor, (b) if applicable, cause
                  its
                  outside accounting firm to provide its consent to filing or incorporation
                  by reference in the Exchange Act Reports of Depositor of such accounting
                  firm’s report relating to their audits of such current Swap Financial
                  Disclosure, and (c) provide to Depositor any updated Swap Financial
                  Disclosure with respect to Party A or any entity that consolidates
                  Party A
                  within five days of the release of any such updated Swap Financial
                  Disclosure; (2) secure another entity to replace Party A as party
                  to this
                  Agreement on terms substantially similar to this Agreement and
                  subject to
                  prior notification to the Swap Rating Agencies, which entity (or
                  a
                  guarantor therefor) satisfies the Rating Agency Condition with
                  respect to
                  S&P and which entity is able to comply with the requirements of Item
                  1115 of Regulation AB or (3) subject to the Rating Agency Condition
                  with
                  respect to S&P and obtain a guaranty of the Party A’s obligations
                  under this Agreement from an affiliate of the Party A that is able
                  to
                  comply with the financial information disclosure requirements of
                  Item 1115
                  of Regulation AB, such that disclosure provided in respect of the
                  affiliate will satisfy any disclosure requirements applicable to
                  the Swap
                  Provider, and cause such affiliate to provide Swap Financial Disclosure.
                  If permitted by Regulation AB, any required Swap Financial Disclosure
                  may
                  be provided by incorporation by reference from reports filed pursuant
                  to
                  the Exchange Act.

              


      

      


      
        	 	
                (iv)

              	
                Party
                  A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or
                  causes its
                  affiliate to provide Swap Financial Disclosure to Depositor in
                  accordance
                  with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor,
                  its
                  respective directors or officers and any person controlling Depositor,
                  from and against any and all losses, claims, damages and liabilities
                  caused by any untrue statement or alleged untrue statement of a
                  material
                  fact contained in such Swap Financial Disclosure or caused by any
                  omission
                  or alleged omission to state in such Swap Financial Disclosure
                  a material
                  fact required to be stated therein or necessary to make the statements
                  therein, in light of the circumstances under which they were made,
                  not
                  misleading.

              


      

      


      
        	 	
                (v)

              	
                Depositor
                  shall be an express third party beneficiary of this Agreement as
                  if a
                  party hereto to the extent of Depositor’s rights explicitly specified in
                  this Part 5(e). 

              


      

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)           
         Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
        Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction unless (a) the prior written consent
        of
        the other party is obtained and (b) the Rating Agency Condition has been
        satisfied with respect to S&P. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer.” 

       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, execute such documentation
                  provided to it as is reasonably deemed necessary by Party A to
                  effect such
                  transfer. 

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree that, notwithstanding any provision
                  in this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Supplemental Interest Trust and
                  the proceeds thereof, in accordance with the priority of payments
                  and
                  other terms of the Pooling and Servicing Agreement and that Party
                  A will
                  not have any recourse to any of the directors, officers, agents,
                  employees, shareholders or affiliates of Party B with respect to
                  any
                  claims, losses, damages, liabilities, indemnities or other obligations
                  in
                  connection with any transactions contemplated hereby. In the event
                  that
                  the Supplemental Interest Trust and the proceeds thereof, should
                  be
                  insufficient to satisfy all claims outstanding and following the
                  realization of the Supplemental Interest Trust and the proceeds
                  thereof,
                  any claims against or obligations of Party B under this Agreement
                  or any
                  other confirmation thereunder still outstanding shall be extinguished
                  and
                  thereafter not revive. The Supplemental Interest Trust Trustee
                  shall not
                  have liability for any failure or delay in making a payment hereunder
                  to
                  Party A due to any failure or delay in receiving amounts in the
                  Supplemental Interest Trust from the Trust created pursuant to
                  the Pooling
                  and Servicing Agreement. This provision will survive the termination
                  of
                  this Agreement.

              


      

      


      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided, however, that if the date on which
                  the
                  payment would have been payable as determined in accordance with
                  Section
                  6(d)(ii) is a Distribution Date, such payment will be payable on
                  such
                  Distribution Date.

              


      

      


      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Swap Rating Agency has been given prior written notice of
                  such
                  designation or transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m)        
         Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, the
        Supplemental Interest Trust, or the trust formed pursuant to the Pooling
        and
        Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
        or liquidation proceedings or other proceedings under any federal or state
        bankruptcy or similar law for a period of one year (or, if longer, the
        applicable preference period) and one day following payment in full of the
        Certificates and any Notes. This provision will survive the termination of
        this
        Agreement. 

      


      
        	
                (n)

              	
                Supplemental
                  Interest Trust Trustee Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by Wells Fargo Bank, N.A. (“Wells”) not in its
                  individual capacity, but solely as Supplemental Interest Trust
                  Trustee under
                  the Pooling and Servicing Agreement in the exercise of the powers
                  and
                  authority conferred and invested in it thereunder; (b) the Supplemental
                  Interest Trust Trustee has been directed pursuant to the Pooling
                  and
                  Servicing Agreement to enter into this Agreement and to perform
                  its
                  obligations hereunder; (c) each of the representations, undertakings
                  and
                  agreements herein made on behalf of the Supplemental Interest Trust
                  is
                  made and intended not as personal representations of Wells but
                  is made and
                  intended for the purpose of binding only the Supplemental Interest
                  Trust;
                  and (d) under no circumstances shall Wells
                  in its individual capacity be personally liable for any payments
                  hereunder
                  or for the breach or failure of any obligation, representation,
                  warranty
                  or covenant made or undertaken under this
                  Agreement.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that Party B has appointed the Supplemental Interest
                  Trust
                  Trustee and
                  the Swap Administrator as its agents under the Pooling and Servicing
                  Agreement and the Swap Administration Agreement to carry out certain
                  functions on behalf of Party B, and that the Supplemental Interest
                  Trust
                  Trustee and the Swap Administrator shall be entitled to give notices
                  and
                  to perform and satisfy the obligations of Party B hereunder on
                  behalf of
                  Party B.

              


      

      


      
        	
                (q)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

      


      
        	
                (r)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support Document.


              


      

      


      
        	
                (s)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (t)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

      


      
        	
                (u)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement
                  that it is entering into the Agreement and the Transaction as principal
                  and not as agent of any person. The Supplemental Interest Trust
                  Trustee represents
                  to Party A on the date on which Party
                  B enters
                  into this Agreement that the Supplemental Interest Trust Trustee
                  is
                  executing the Agreement not in its individual capacity, but solely
                  as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust.

              


      

      


      
        	
                (v)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

      


      
        	
                (w)

              	
                [Reserved].

              


      

      


      
        	
                (x)

              	
                [Reserved].

              


      

      


      (y)        
         Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b),(c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future payment
        obligations and obligations to post collateral of Party A or an Eligible
        Replacement to Party B under this Agreement that is provided by an Eligible
        Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P.

      


      “Eligible
        Guarantor”
        means an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s.  

      


      “Eligible
        Replacement”
means
        an entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has
        executed an Item 1115 Agreement with Depositor and Sponsor. 

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        First Trigger Ratings Threshold. 

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        Second Trigger Ratings Threshold. 

      


      “Moody’s
        Second Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),Part
        5(b)(v), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4 (in each case as certified by such entity);
        (c) as
        of the date of such transfer the Transferee would not be required to withhold
        or
        deduct on account of Tax from any payments under this Agreement or would
        be
        required to gross up for such Tax under Section 2(d)(i)(4); (d) an Event
        of
        Default or Termination Event would not occur as a result of such transfer;
        (e)
        pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, other than party names, dates relevant to the effective date of such
        transfer, tax representations (provided that the representations in Part
        2(a)(i)
        are not modified) and any other representations regarding the status of the
        substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
        or Part 5(v)(ii), notice information and account details; and (i) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold. For purposes of determining whether a Required Ratings
        Downgrade Event has occurred, each Relevant Entity shall provide its credit
        ratings to Party B in writing, upon request of Party B.

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


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

      


      “S&P
        Approved Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Approved Ratings Threshold.

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from S&P of
“A+”.

      


      “S&P
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        or
        counterparty rating from S&P of “BBB-”.

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
Option
        One Mortgage Loan Trust 2007-CP1 Asset-Backed Certificates, Series
        2007-CP1
        (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5. Account
        Details and Settlement Information:  

       

      Payments
        to Party A:

      


      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

       

      Payments
        to Party B:

      


      Wells
        Fargo Bank, N.A.

      ABA#:
        121000248

      Account
        #: 3970771416

      Account
        Name: SAS Clearing

      FFC:
        50983502

      Option
        One 2007-CP1, Swap Account

      


      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Party
        B
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to Party A a facsimile of the fully-executed
        Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
        please
        contact Derivatives Documentation by telephone at 212-272-2711. For all other
        inquiries please contact Derivatives Documentation by telephone at
        353-1-402-6233. Originals will be provided for your execution upon your
        request.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      


      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      


      Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates,
        Series 2007-CP1

      


      
        


        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      (where
        for
        the purposes of (i) determining Floating Amounts, all such dates subject
        to
        adjustment in accordance with the Following Business Day Convention and (ii)
        determining Fixed Amounts, all such dates subject to No Adjustment.)

      


      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Scheduled
                  Amounts

                (USD)

              
	
                Effective
                  Date

              	
                25-Mar-2007

              	
                0.00

              
	
                25-Mar-2007

              	
                25-Apr-2007

              	
                2,995,013.66

              
	
                25-Apr-2007

              	
                25-May-2007

              	
                2,955,674.16

              
	
                25-May-2007

              	
                25-Jun-2007

              	
                2,909,234.89

              
	
                25-Jun-2007

              	
                25-Jul-2007

              	
                2,855,765.95

              
	
                25-Jul-2007

              	
                25-Aug-2007

              	
                2,795,292.00

              
	
                25-Aug-2007

              	
                25-Sep-2007

              	
                2,728,128.82

              
	
                25-Sep-2007

              	
                25-Oct-2007

              	
                2,654,533.64

              
	
                25-Oct-2007

              	
                25-Nov-2007

              	
                2,576,406.82

              
	
                25-Nov-2007

              	
                25-Dec-2007

              	
                2,496,661.59

              
	
                25-Dec-2007

              	
                25-Jan-2008

              	
                2,417,486.08

              
	
                25-Jan-2008

              	
                25-Feb-2008

              	
                2,340,110.88

              
	
                25-Feb-2008

              	
                25-Mar-2008

              	
                2,265,083.66

              
	
                25-Mar-2008

              	
                25-Apr-2008

              	
                2,192,423.87

              
	
                25-Apr-2008

              	
                25-May-2008

              	
                2,122,077.37

              
	
                25-May-2008

              	
                25-Jun-2008

              	
                2,053,806.12

              
	
                25-Jun-2008

              	
                25-Jul-2008

              	
                1,987,518.68

              
	
                25-Jul-2008

              	
                25-Aug-2008

              	
                1,923,125.28

              
	
                25-Aug-2008

              	
                25-Sep-2008

              	
                1,859,880.36

              
	
                25-Sep-2008

              	
                25-Oct-2008

              	
                1,782,882.42

              
	
                25-Oct-2008

              	
                25-Nov-2008

              	
                1,680,637.49

              
	
                25-Nov-2008

              	
                25-Dec-2008

              	
                1,561,857.37

              
	
                25-Dec-2008

              	
                25-Jan-2009

              	
                1,441,665.85

              
	
                25-Jan-2009

              	
                25-Feb-2009

              	
                1,333,537.40

              
	
                25-Feb-2009

              	
                25-Mar-2009

              	
                1,251,280.31

              
	
                25-Mar-2009

              	
                25-Apr-2009

              	
                1,188,674.62

              
	
                25-Apr-2009

              	
                25-May-2009

              	
                1,135,658.43

              
	
                25-May-2009

              	
                25-Jun-2009

              	
                1,089,060.00

              
	
                25-Jun-2009

              	
                25-Jul-2009

              	
                1,044,164.68

              
	
                25-Jul-2009

              	
                25-Aug-2009

              	
                1,000,863.20

              
	
                25-Aug-2009

              	
                25-Sep-2009

              	
                959,098.86

              
	
                25-Sep-2009

              	
                25-Oct-2009

              	
                918,817.28

              
	
                25-Oct-2009

              	
                25-Nov-2009

              	
                879,966.24

              
	
                25-Nov-2009

              	
                25-Dec-2009

              	
                842,495.82

              
	
                25-Dec-2009

              	
                25-Jan-2010

              	
                806,357.23

              
	
                25-Jan-2010

              	
                25-Feb-2010

              	
                771,502.44

              
	
                25-Feb-2010

              	
                25-Mar-2010

              	
                737,885.39

              
	
                25-Mar-2010

              	
                25-Apr-2010

              	
                737,885.39

              
	
                25-Apr-2010

              	
                25-May-2010

              	
                737,885.39

              
	
                25-May-2010

              	
                25-Jun-2010

              	
                728,611.48

              
	
                25-Jun-2010

              	
                25-Jul-2010

              	
                702,663.25

              
	
                25-Jul-2010

              	
                25-Aug-2010

              	
                677,636.79

              
	
                25-Aug-2010

              	
                25-Sep-2010

              	
                653,499.10

              
	
                25-Sep-2010

              	
                25-Oct-2010

              	
                630,218.76

              
	
                25-Oct-2010

              	
                25-Nov-2010

              	
                607,765.41

              
	
                25-Nov-2010

              	
                25-Dec-2010

              	
                586,109.92

              
	
                25-Dec-2010

              	
                25-Jan-2011

              	
                565,223.62

              
	
                25-Jan-2011

              	
                25-Feb-2011

              	
                545,079.52

              
	
                25-Feb-2011

              	
                25-Mar-2011

              	
                525,651.32

              
	
                25-Mar-2011

              	
                25-Apr-2011

              	
                506,913.63

              
	
                25-Apr-2011

              	
                25-May-2011

              	
                488,841.95

              
	
                25-May-2011

              	
                25-Jun-2011

              	
                471,412.68

              
	
                25-Jun-2011

              	
                25-Jul-2011

              	
                454,603.02

              
	
                25-Jul-2011

              	
                25-Aug-2011

              	
                438,390.99

              
	
                25-Aug-2011

              	
                25-Sep-2011

              	
                422,755.27

              
	
                25-Sep-2011

              	
                25-Oct-2011

              	
                407,675.27

              
	
                25-Oct-2011

              	
                25-Nov-2011

              	
                393,126.39

              
	
                25-Nov-2011

              	
                25-Dec-2011

              	
                379,084.80

              
	
                25-Dec-2011

              	
                25-Jan-2012

              	
                365,530.89

              
	
                25-Jan-2012

              	
                25-Feb-2012

              	
                352,455.88

              
	
                25-Feb-2012

              	
                25-Mar-2012

              	
                339,846.51

              
	
                25-Mar-2012

              	
                25-Apr-2012

              	
                327,686.49

              
	
                25-Apr-2012

              	
                25-May-2012

              	
                315,959.92

              
	
                25-May-2012

              	
                25-Jun-2012

              	
                304,651.64

              
	
                25-Jun-2012

              	
                25-Jul-2012

              	
                293,746.73

              
	
                25-Jul-2012

              	
                Termination
                  Date

              	
                283,230.65

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


       



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      ANNEX
        A

      


      


      ISDA®

      CREDIT
        SUPPORT ANNEX

      to
        the
        Schedule to the

      ISDA
        Master Agreement

      dated
        as
        of February 22, 2007 between

      Bear
        Stearns Financial Products Inc. (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

      Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates,
        Series 2007-CP1 (hereinafter referred to as “Party
        B”
        or
“Secured
        Party”),
        

      


      For
        the
        avoidance of doubt, and notwithstanding anything to the contrary that may
        be
        contained in the Agreement, this Credit Support Annex shall relate solely
        to the
        Transaction documented in the Confirmation dated February 22, 2007, between
        Party A and Party B, Reference Number FXOOML7CP1.

      


       

      Paragraph
        13. Elections and Variables.

       

      
        	(a)  	
                Security
                  Interest for “Obligations”.
                  The term “Obligations”
                  as
                  used in this Annex includes the following additional
                  obligations:

              


      

       

      With
        respect to Party A: not applicable.

       

      With
        respect to Party B: not applicable.

       

      
        	(b)  	
                Credit
                  Support Obligations.

              


      

       

      
        	(i)  	
                Delivery
                  Amount, Return Amount and Credit Support
                  Amount.

              


      

       

      
        	(A)  	
                “Delivery
                  Amount”
                  has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                  the
                  words “upon a demand made by the Secured Party on or promptly following
                  a
                  Valuation Date” and inserting in lieu thereof the words “not later than
                  the close of business on each Valuation Date” and (II) by deleting in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Value as of that Valuation Date of all Posted
                  Credit Support held by the Secured Party.” and inserting in lieu thereof
                  the following:

              


      

       

      The
        “Delivery
        Amount”
        applicable to the Pledgor for any Valuation Date will equal the greatest
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P Credit Support Amount for such Valuation
                  Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                  Credit Support held by the Secured Party,


              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                  such Valuation Date of all Posted Credit Support held by the Secured
                  Party.

              


      

       

      
        	(B)  	
                “Return
                  Amount”
                  has the meaning specified in Paragraph 3(b) as amended by deleting
                  in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                  thereof the following:

              


      

       

      The
        “Return
        Amount”
        applicable to the Secured Party for any Valuation Date will equal the least
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P Value as of such Valuation Date of all
                  Posted Credit Support held by the Secured Party exceeds (b) the
                  S&P
                  Credit Support Amount for such Valuation Date,


              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      
        	(C)  	
                “Credit
                  Support Amount”
                  shall not apply. For purposes of calculating any Delivery Amount
                  or Return
                  Amount for any Valuation Date, reference shall be made to the S&P
                  Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                  the Moody’s Second Trigger Credit Support Amount, in each case for such
                  Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                  above.

              


      

       

      
        	(ii)  	
                Eligible
                  Collateral.
                  

              


      

       

      The
        items
        set forth on the schedule of Eligible Collateral attached as Schedule A hereto
        will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral described in (D) and (E)
        of
        column one of the Collateral Schedule to be denominated in USD).

       

      
        	(iii)  	
                Other
                  Eligible Support. 

              


      

       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      
        	(iv)  	
                Threshold.

              


      

       

      
        	(A)  	
                “Independent
                  Amount”
                  means zero with respect to Party A and Party
                  B.

              


      

       

      
        	(B)  	
                “Threshold”
                  means, with respect to Party A and any Valuation Date, zero if
                  (i) a
                  Collateral Event has occurred and has been continuing (x) for at
                  least 30
                  days or (y) since this Annex was executed or (ii) a Required Ratings
                  Downgrade Event has occurred and is continuing; otherwise,
                  infinity.

              


      

       

        “Threshold”
        means,
        with respect to Party B and any Valuation Date, infinity.

       

      
        	(C)  	
                “Minimum
                  Transfer Amount” means
                  USD 100,000 with respect to Party A and Party B; provided, however,
                  that
                  if the aggregate Certificate Principal Balance of any Certificates
                  and the
                  aggregate principal balance of any Notes rated by S&P is at the time
                  of any transfer less than USD 50,000,000, the “Minimum
                  Transfer Amount”
                  shall be USD 50,000.

              


      

       

      
        	(D)  	
                Rounding:
                  The Delivery Amount will be rounded up to the nearest integral
                  multiple of
                  USD 10,000. The Return Amount will be rounded down to the nearest
                  integral
                  multiple of USD 10,000.

              


      

       

      
        	(c)  	
                Valuation
                  and Timing.

              


      

       

      
        	(i)  	
                “Valuation
                  Agent”
                  means Party A.

              


      

       

      
        	(ii)  	
                “Valuation
                  Date” means
                  each Local Business Day on which any of the S&P Credit Support Amount,
                  the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                  Trigger Credit Support Amount is greater than
                  zero.

              


      

       

      
        	(iii)  	
                “Valuation
                  Time” means
                  the close of business in the city of the Valuation Agent on the
                  Local
                  Business Day immediately preceding the Valuation Date or date of
                  calculation, as applicable; provided
                  that the calculations of Value and Exposure will be made as of
                  approximately the same time on the same date. The Valuation Agent
                  will
                  notify each party (or the other party, if the Valuation Agent is
                  a party)
                  of its calculations not later than the Notification Time on the
                  applicable
                  Valuation Date (or in the case of Paragraph 6(d), the Local Business
                  Day
                  following the day on which such relevant calculations are
                  performed).”

              


      

       

      
        	(iv)  	
                “Notification
                  Time” means
                  11:00 a.m., New York time, on a Local Business Day.
                  

              


      

       

      
        	(v)  	
                External
                  Calculations.
                  At
                  any time at which Party A (or, to the extent applicable, its Credit
                  Support Provider) does not have a long-term unsubordinated and
                  unsecured
                  debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
                  its own expense) obtain external calculations of Party B’s Exposure from
                  at least two Reference Market-makers on the last Local Business
                  Day of
                  each calendar month. Any determination of the S&P Credit Support
                  Amount shall be based on the greatest of Party B’s Exposure determined by
                  the Valuation Agent and such Reference Market-makers. Such external
                  calculation may not be obtained from the same Reference Market-maker
                  more
                  than four times in any 12-month
                  period.

              


      

       

      
        	(vi)  	
                Notice
                  to S&P.
                  At
                  any time at which Party A (or, to the extent applicable, its Credit
                  Support Provider) does not have a long-term unsubordinated and
                  unsecured
                  debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                  provide to S&P not later than the Notification Time on the Local
                  Business Day following each Valuation Date its calculations of
                  Party B’s
                  Exposure and the S&P Value of any Eligible Credit Support or Posted
                  Credit Support for that Valuation Date. The Valuation Agent shall
                  also
                  provide to S&P any external marks of Party B’s
                  Exposure.

              


      

       

      
        	(d)  	
                Conditions
                  Precedent and Secured Party’s Rights and
                  Remedies.
                  The following Termination Events will be a “Specified
                  Condition”
                  for the party specified (that party being the Affected Party if
                  the
                  Termination Event occurs with respect to that party): With respect
                  to
                  Party A and Party B: None. 

              


      

       

      
        	(e)  	
                Substitution.

              


      

       

      
        	(i)  	
                “Substitution
                  Date”
                  has the meaning specified in Paragraph
                  4(d)(ii).

              


      

       

      
        	(ii)  	
                Consent.
                  If
                  specified here as applicable, then the Pledgor must obtain the
                  Secured
                  Party’s consent for any substitution pursuant to Paragraph 4(d):
                  Inapplicable.

              


      

       

      
        	(f)  	
                Dispute
                  Resolution.

              


      

       

      
        	(i)  	
                “Resolution
                  Time”
                  means 1:00 p.m. New York time on the Local Business Day following
                  the date
                  on which the notice of the dispute is given under Paragraph
                  5.

              


      

       

      
        	(ii)  	
                Value.
                  Notwithstanding anything to the contrary in Paragraph 12, for the
                  purpose
                  of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                  Value, and Moody’s Second Trigger Value, on any date, of Eligible
                  Collateral other than Cash will be calculated as follows:
                  

              


      

       

      For
        Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
        the
        product of (1)(x) the bid-side quotation at the Valuation Time for such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the arithmetic mean of the bid-side quotations for such
        securities quoted at the Valuation Time by any three principal market makers
        for
        such securities selected by the Valuation Agent, provided that if only two
        bid-side quotations are obtained, then the arithmetic mean of such two bid-side
        quotations will be used, and if only one bid-side quotation is obtained,
        such
        quotation shall be used, or (z) if no such bid price is listed or quoted
        for
        such date, the bid price listed or quoted (as the case may be) at the Valuation
        Time for the day next preceding such date on which such prices were available
        and (2) the applicable Valuation Percentage for such Eligible
        Collateral.

       

      
        	(iii)  	
                Alternative.
                  The provisions of Paragraph 5 will
                  apply.

              


      

       

      
        	(g)  	
                Holding
                  and Using Posted
                  Collateral.

              


      

       

      
        	(i)  	
                Eligibility
                  to Hold Posted Collateral; Custodians. Party
                  B (or its Custodian) will be entitled to hold Posted Collateral
                  pursuant
                  to Paragraph 6(b), provided that the following conditions applicable
                  to it
                  are satisfied:

              


      

       

      
        	 	
                (1)

              	
                it
                  is not a Defaulting Party.

              


      

       

      
        	 	
                (2)

              	
                Posted
                  Collateral consisting of Cash or certificated securities that cannot
                  be
                  paid or delivered by book-entry may be held only in any state of
                  the
                  United States which has adopted the Uniform Commercial
                  Code.

              


      

       

      
        	 	
                (3)

              	
                in
                  the case of any Custodian for Party B, such Custodian (or, to the
                  extent
                  applicable, its parent company or credit support provider) shall
                  then have
                  a short-term unsecured and unsubordinated debt rating from S&P of at
                  least “A-1”.

              


      

       

      Initially,
        the Custodian
        for
        Party B is: Swap Administrator

       

      
        	(ii)  	
                Use
                  of Posted Collateral.
                  The provisions of Paragraph 6(c) will not apply to Party B, and
                  Party B
                  shall not have any right to use Posted Collateral or take any action
                  specified in such Paragraph 6(c).

              


      

       

      
        	(h)  	
                Distributions
                  and Interest Amount.

              


      

       

      
        	(i)  	
                Interest
                  Rate.
                  The “Interest
                  Rate”
                  will be the actual interest rate earned on Posted Collateral in
                  the form
                  of Cash that is held by Party B or its Custodian. Posted Collateral
                  in the
                  form of Cash shall be invested in such overnight (or redeemable
                  within two
                  Local Business Days of demand) Permitted Investments rated at least
                  (x)
                  AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                  directed by Party A. Gains and losses incurred in respect of any
                  investment of Posted Collateral in the form of Cash in Permitted
                  Investments as directed by Party A shall be for the account of
                  Party
                  A.

              


      

       

      
        	(ii)  	
                Amendment
                  of Paragraph 6(d)(i) - Distributions.
                  Clause (d)(i) of Paragraph 6 shall be amended and restated to read
                  in its
                  entirety as follows:

              


      

       

      “(i)
        Distributions. If Party B receives Distributions on a Local Business Day,
        it
        will Transfer to Party A not later than the following Local Business Day
        any
        Distributions it receives, and such Distributions will constitute Posted
        Collateral and will be subject to the security interest granted under Paragraph
        2. For the avoidance of doubt, any Distributions will not be Transferred
        to
        Party A pursuant to Paragraph 6.” 

       

      
        	(iii)  	
                Amendment
                  of Paragraph 6(d)(ii) - Interest Amount.
                  Clause (d)(ii) of Paragraph 6 shall be amended and restated to
                  read in its
                  entirety as follows:

              


      

       

      “(ii)
        Interest
        Amount.
        In lieu
        of any interest, dividends or other amounts paid with respect to Posted
        Collateral in the form of Cash (all of which may be retained by the Secured
        Party), the Secured Party will Transfer to the Pledgor on the 20th day of
        each
        calendar month (or if such day is not a Local Business Day, the next Local
        Business Day) the Interest Amount. Any Interest Amount or portion thereof
        not
        Transferred pursuant to this Paragraph will constitute Posted Collateral
        in the
        form of Cash and will be subject to the security interest granted under
        Paragraph 2. For purposes of calculating the Interest Amount the amount of
        interest calculated for each day of the interest period shall be compounded
        monthly.” Secured Party shall not be obligated to transfer any Interest Amount
        unless and until it has received such amount.

       

      
        	(i)  	
                Additional
                  Representation(s).
                  There are no additional representations by either
                  party.

              


      

       

      
        	(j)  	
                Other
                  Eligible Support and Other Posted Support.

              


      

       

      
        	(i)  	
                “Value”
                  with respect to Other Eligible Support and Other Posted Support
                  means: not
                  applicable. 

              


      

       

      
        	(ii)  	
                “Transfer”
                  with respect to Other Eligible Support and Other Posted Support
                  means: not
                  applicable.

              


      

       

      
        	(k)  	
                Demands
                  and Notices.All
                  demands, specifications and notices under this Annex will be made
                  pursuant
                  to the Notices Section of this Agreement, except that any demand,
                  specification or notice shall be given to or made at the following
                  addresses, or at such other address as the relevant party may from
                  time to
                  time designate by giving notice (in accordance with the terms of
                  this
                  paragraph) to the other party:

              


      

       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian: 

       

      
        	
                 

              	
                Wells
                  Fargo Bank, N.A.

              
	
                Address:

              	
                9062
                  Old Annapolis Rd

              
	 	
                Columbia,
                  MD 21045-1951

              
	
                Attention:

              	
                Client
                  Manager Option One 2007-CP1

              
	
                Facsimile:

              	
                410-715-2380

              
	
                Phone:

              	
                410-884-2000

              


      

      


       

      
        	(l)  	
                Address
                  for Transfers.
                  Each Transfer hereunder shall be made to the address specified
                  below or to
                  an address specified in writing from time to time by the party
                  to which
                  such Transfer will be made.

              


      

       

      Party
        A
        account details for holding collateral:

       

      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

      


      Party
        B’s
        Custodian account details for holding collateral:

       

      For
        Cash:

      Wells
        Fargo Bank, N.A.

      San
        Francisco, CA

      ABA
        Number: 121000248

      Account
        Number: 3970771416

      Account
        Name: SAS Clearing

      FFC:
        50983503, Option One 2007-CP1 Swap Collateral Account

      


      For
        Treasury Securities:

      Wells
        Fargo Bank, N.A.

      San
        Francisco, CA

      ABA
        Number: 121000248

      Account
        Number: 3970771416

      FFC:
        50983503, Option One 2007-CP1 Swap Collateral Account

      


      
        	(m)  	
                Other
                  Provisions.

              


      

       

      
        	(i)  	
                Collateral
                  Account.
                  Party B shall open and maintain a segregated account, which shall
                  be an
                  Eligible Account, and hold, record and identify all Posted Collateral
                  in
                  such segregated account.

              


      

       

      
        	(ii)  	
                Agreement
                  as to Single Secured Party and Single Pledgor.
                  Party A and Party B hereby agree that, notwithstanding anything
                  to the
                  contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                  means only Party B, (b) the term “Pledgor” as used in this Annex means
                  only Party A, (c) only Party A makes the pledge and grant in Paragraph
                  2,
                  the acknowledgement in the final sentence of Paragraph 8(a) and
                  the
                  representations in Paragraph 9.

              


      

       

      
        	(iii)  	
                Calculation
                  of Value.
                  Paragraph 4(c) is hereby amended by deleting the word “Value” and
                  inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                  Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                  deleting the words “a Value” and inserting in lieu thereof “an S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                  (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                  Paragraph 5 (flush language) is hereby amended by deleting the
                  word
                  “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                  Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                  language) is hereby amended by deleting the word “Value” and inserting in
                  lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                  Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                  word “the Value, if” and inserting in lieu thereof “any one or more of the
                  S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                  Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                  first instance of the words “the Value” and inserting in lieu thereof “any
                  one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                  Second Trigger Value” and (2) deleting the second instance of the words
                  “the Value” and inserting in lieu thereof “such disputed S&P Value,
                  Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                  Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
                  deleting
                  the word “Value” and inserting in lieu thereof “least of the S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                  

              


      

       

      
        	(iv)  	
                Form
                  of Annex. Party
                  A and Party B hereby agree that the text of Paragraphs 1 through
                  12,
                  inclusive, of this Annex is intended to be the printed form of
                  ISDA Credit
                  Support Annex (Bilateral Form - ISDA Agreements Subject to New
                  York Law
                  Only version) as
                  published and copyrighted in 1994 by the International Swaps and
                  Derivatives Association, Inc.

              


      

       

      
        	(v)  	
                Events
                  of Default.
                  Clause (iii) of Paragraph 7 shall not apply to Party
                  B.

              


      

       

      
        	(vi)  	
                Expenses.
                  Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                  will
                  be responsible for, and will reimburse the Secured Party for, all
                  transfer
                  and other taxes and other costs involved in any Transfer of Eligible
                  Collateral.

              


      

       

      
        	(vii)  	
                Withholding.
                  Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                  Interest Amount” in the fourth line thereof the words “less any applicable
                  withholding taxes.”

              


      

       

      (ix)
         Additional
        Definitions.
        As used
        in this Annex:

       

      “Collateral
        Event” means
        that no Relevant Entity has credit ratings at least equal to the Approved
        Ratings Threshold.

       

      “DV01”
        means,
        with respect to a Transaction and any date of determination, the estimated
        change in the Secured Party’s Transaction Exposure with respect to such
        Transaction that would result from a one basis point change in the relevant
        swap
        curve on such date, as determined by the Valuation Agent in good faith and
        in a
        commercially reasonable manner. The Valuation Agent shall, upon request of
        Party
        B, provide to Party B a statement showing in reasonable detail such
        calculation.

       

      “Exposure”
        has the
        meaning specified in Paragraph 12, except that after the word “Agreement” the
        words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
        deleted)” shall be inserted. 

       

      “Local
        Business Day”
means,
        for purposes of this Annex: any day on which (A) commercial banks are open
        for
        business (including dealings in foreign exchange and foreign currency deposits)
        in New York and the location of Party A, Party B and any Custodian, and (B)
        in
        relation to a Transfer of Eligible Collateral, any day on which the clearance
        system agreed between the parties for the delivery of Eligible Collateral
        is
        open for acceptance and execution of settlement instructions (or in the case
        of
        a Transfer of Cash or other Eligible Collateral for which delivery is
        contemplated by other means a day on which commercial banks are open for
        business (including dealings in foreign exchange and foreign deposits) in
        New
        York and the location of Party A, Party B and any Custodian. 

       

      “Moody’s
        First Trigger Credit Support Amount” means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                  occurred and has been continuing (x) for at least 30 Local Business
                  Days
                  or (y) since this Annex was executed and (II) it is not the case
                  that a
                  Moody’s Second Trigger Ratings Event has occurred and been continuing
                  for
                  at least 30 Local Business Days, an amount equal to the greater
                  of (a)
                  zero and (b) the sum of (i) the Secured Party’s Exposure for such
                  Valuation Date and (ii) the sum, for each Transaction to which
                  this Annex
                  relates, of the lesser of (x) the product of the Moody’s First Trigger
                  DV01 Multiplier and DV01 for such Transaction and such Valuation
                  Date and
                  (y) the product of (i)
                  Moody’s First Trigger Notional Amount Multiplier, (ii) Scale Factor (as
                  defined in the related confirmation) for such Transaction, and
                  (iii) the
                  Notional Amount for such Transaction for the Calculation Period
                  for such
                  Transaction (each as defined in the related Confirmation) which
                  includes
                  such Valuation Date, or

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II) the
        Threshold for Party A such Valuation Date.

       

      “Moody’s
        First Trigger DV01 Multiplier”
        means
        15.

       

      “Moody’s
        First Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Moody’s
        First Trigger Notional Amount Multiplier”
        means
        2%.

       

      “Moody’s
        Second Trigger Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which it is the case that a Moody’s Second Trigger
                  Ratings Event has occurred and been continuing for at least 30
                  Local
                  Business Days, an amount equal to the greatest of (a) zero, (b)
                  the
                  aggregate amount of the next payment due to be paid by Party A
                  under each
                  Transaction to which this Annex relates, and (c) the sum of (x)
                  the
                  Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                  Transaction to which this Annex relates,
                  of:

              


      

       

      
        	(1)  	
                if
                  such Transaction is not a Transaction-Specific Hedge, the lesser
                  of (i)
                  the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                  such Transaction and such Valuation Date and (ii) the product of
                  (1) the
                  Moody’s Second Trigger Notional Amount Multiplier, (2) Scale Factor (as
                  defined in the related confirmation) for such Transaction, and
                  (3) the
                  Notional Amount for such Transaction for the Calculation Period
                  for such
                  Transaction (each as defined in the related Confirmation) which
                  includes
                  such Valuation Date;
                  or

              


      

       

      
        	(2)  	
                if
                  such Transaction is a Transaction-Specific Hedge, the lesser of
                  (i) the
                  product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                  Multiplier and DV01 for such Transaction and such Valuation Date
                  and (ii)
                  the product of (1) the Moody’s Second Trigger Transaction-Specific Hedge
                  Notional Amount Multiplier, (2) Scale Factor (as defined in the
                  related
                  confirmation) for such Transaction and (3) the Notional Amount
                  for such
                  Transaction for the Calculation Period for such Transaction (each
                  as
                  defined in the related Confirmation) which includes such Valuation
                  Date;
                  or

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)         
         the
        Threshold for Party A for such Valuation Date.

       

      “Moody’s
        Second Trigger DV01 Multiplier”
        means
        50.

       

      “Moody’s
        Second Trigger Notional Amount Multiplier”
        means
        8%.

       

      “Moody’s
        Second Trigger Transaction-Specific Hedge DV01
        Multiplier”
        means
        65.

       

      “Moody’s
        Second Trigger Transaction-Specific Hedge Notional Amount
        Multiplier”
        means
        10%.

       

      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Remaining
        Weighted Average Maturity” means,
        with respect to a Transaction, the expected weighted average maturity for
        such
        Transaction as determined by the Valuation Agent. 

       

      “S&P
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                  Event has occurred and been continuing for at least 30 days or
                  (ii) a
                  S&P Required Ratings Downgrade Event has occurred and is continuing,
                  an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
                  for such Valuation Date and (2) the sum, for each Transaction to
                  which
                  this Annex relates, of the product of (i) the Volatility Buffer
                  for such
                  Transaction, (ii) Scale Factor (as defined in the related confirmation)
                  for such Transaction, and (iii) the Notional Amount of such Transaction
                  for the Calculation Period of such Transaction (each as defined
                  in the
                  related Confirmation) which includes such Valuation Date,
                  or

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)        
         the
        Threshold for Party A for such Valuation Date.

       

      “S&P
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
        set forth in paragraph 13(b)(ii).

       

      “Transaction
        Exposure”
        means,
        for any Transaction, Exposure determined as if such Transaction were the
        only
        Transaction between the Secured Party and the Pledgor.

       

      “Transaction-Specific
        Hedge” means
        any
        Transaction that is (i) an interest rate swap in respect of which (x) the
        notional amount of the interest rate swap is “balance guaranteed” or (y) the
        notional amount of the interest rate swap for any Calculation Period (as
        defined
        in the related Confirmation) otherwise is not a specific dollar amount that
        is
        fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
        an
        interest rate floor or (iv) an interest rate swaption.

       

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
        Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
        such Eligible Collateral or Posted Collateral, respectively, in each case
        as set
        forth in Paragraph 13(b)(ii).

       

      “Value”
        shall
        mean, in respect of any date, the related S&P Value, the related Moody’s
        First Trigger Value, and the related Moody’s Second Trigger Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

       

      
        	
                The
                  higher of the S&P short-term credit rating of (i) Party A and (ii) the
                  Credit Support Provider of Party A, if applicable

              	
                Remaining
                  Weighted Average Maturity 

                up
                  to 3 years

              	
                Remaining
                  Weighted Average Maturity

                up
                  to 5 years

              	
                Remaining
                  Weighted Average Maturity

                up
                  to 10 years

              	
                Remaining
                  Weighted Average Maturity

                up
                  to 30 years

              
	
                “A-2”
                  or higher

              	
                2.75%

              	
                3.25%

              	
                4.00%

              	
                4.75%

              
	
                “A-3”

              	
                3.25%

              	
                4.00%

              	
                5.00%

              	
                6.25%

              
	
                “BB+”
                  or
                  lower

              	
                3.50%

              	
                4.50%

              	
                6.75%

              	
                7.50%

              


      

      


       

      


       

      


       

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        of this page intentionally left blank]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      


       

      
        	
                BEAR
                  STEARNS FINANCIAL PRODUCTS INC.

              	 	
                WELLS
                  FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                  SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                  INTEREST
                  TRUST WITH RESPECT TO THE OPTION ONE MORTGAGE LOAN TRUST 2007-CP1,
                  ASSET-BACKED CERTIFICATES, SERIES 2007-CP1

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 
	
                Date:

              	 	 	
                Date:

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      ELIGIBLE
        COLLATERAL

       

      


       

      
        	
                 

                ISDA
                  Collateral Asset Definition
                  (ICAD) Code 

              	
                Remaining
                  Maturity in Years

              	
                S&P
                  

                Valuation
                  

                Percentage

              	
                Moody’s

                First
                  Trigger Valuation
                  Percentage

              	
                Moody’s

                Second
                  Trigger

                Valuation

                Percentage

              
	
                (A)
                  US-CASH

              	
                N/A

              	
                100%

              	
                100%

              	
                100%

              
	
                (B)
                  EU-CASH

              	
                N/A

              	
                92.5%

              	
                98%

              	
                94%

              
	
                (C)
                  GB-CASH

              	
                N/A

              	
                94.1%

              	
                98%

              	
                95%

              
	
                (D)
                  US-TBILL

                      US-TNOTE

                     
                  US-TBOND

              	 	 	 	 
	 	
                1
                  or less

              	
                98.9%

              	
                100%

              	
                100%

              
	 	
                More
                  than 1 but not more than 2

              	
                98.0%

              	
                100%

              	
                99%

              
	 	
                More
                  than 2 but not more than 3

              	
                97.4%

              	
                100%

              	
                98%

              
	 	
                More
                  than 3 but not more than 5

              	
                95.5%

              	
                100%

              	
                97%

              
	 	
                More
                  than 5 but not more than 7

              	
                93.7%

              	
                100%

              	
                96%

              
	 	
                More
                  than 7 but not more than 10

              	
                92.5%

              	
                100%

              	
                94%

              
	 	
                More
                  than 10 but not more than 20

              	
                91.1%

              	
                100%

              	
                90%

              
	 	
                More
                  than 20

              	
                88.6%

              	
                100%

              	
                88%

              
	
                (E)
                  US-GNMA

                     
                  US-FNMA

                     
                  US-FHLMC

              	 	 	 	 
	 	
                1
                  or less

              	
                98.5%

              	
                100%

              	
                99%

              
	 	
                More
                  than 1 but not more than 2

              	
                97.7%

              	
                100%

              	
                99%

              
	 	
                More
                  than 2 but not more than 3

              	
                97.3%

              	
                100%

              	
                98%

              
	 	
                More
                  than 3 but not more than 5

              	
                94.5%

              	
                100%

              	
                96%

              
	 	
                More
                  than 5 but not more than 7

              	
                93.1%

              	
                100%

              	
                93%

              
	 	
                More
                  than 7 but not more than 10

              	
                90.7%

              	
                100%

              	
                93%

              
	 	
                More
                  than 10 but not more than 20

              	
                87.7%

              	
                100%

              	
                89%

              
	 	
                More
                  than 20

              	
                84.4%

              	
                100%

              	
                87%

              
	
                (F)
                  Fixed-Rate GA-EUROZONE-GOV

              	 	
                Rated
                  AAA or better by S&P

              	
                Rated
                  Aa3 or better by Moody's

              	
                Rated
                  Aa3 or better by Moody's

              
	 	
                1
                  or less

              	
                98.8%

              	
                98%

              	
                94%

              
	 	
                More
                  than 1 but not more than 2

              	
                97.9%

              	
                98%

              	
                93%

              
	 	
                More
                  than 2 but not more than 3

              	
                97.1%

              	
                98%

              	
                92%

              
	 	
                More
                  than 3 but not more than 5

              	
                91.2%

              	
                98%

              	
                90%

              
	 	
                More
                  than 5 but not more than 7

              	
                87.5%

              	
                98%

              	
                89%

              
	 	
                More
                  than 7 but not more than 10

              	
                83.8%

              	
                98%

              	
                88%

              
	 	
                More
                  than 10 but not more than 20

              	
                75.5%

              	
                98%

              	
                84%

              


      

      


       

      The
        ISDA
        Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
        from
        the Collateral Asset Definitions (First Edition - June 2003) as published
        and
        copyrighted in 2003 by the International Swaps and Derivatives Association,
        Inc.

       

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      J

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

    


    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada

              Irvine,
                California 92618

            	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045-1951

            


    

    


    
      	 	
              Re:

            	
              Option
                One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series
                2007-CP1

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates, we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
Aaccredited
      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) either (i) we are not an employee benefit plan that is subject
      to the Employee Retirement Income Security Act of 1974, as amended, or a plan
      that is subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended, nor are we acting on behalf of any such plan or (ii) we have provided
      the Opinion of Counsel as required under Section 5.02(d) of the Pooling and
      Servicing Agreement, (e) 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 (g) below), (f) 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 (g) we will not sell, transfer or otherwise dispose of any
      Certificates unless (1) such sale, transfer or other disposition is made
      pursuant to an effective registration statement under the Act or is exempt
      from
      such registration requirements, and if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this Certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Certificate has executed
      and delivered to you a certificate to substantially the same effect as this
      certificate, and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing
      Agreement.

     

    


     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    [DATE]

    


    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada

              Irvine,
                California 92618

            	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045-1951

            
	 	 
	 	
              [Swap
                Provider] 

            


    

    


    
      	 	
              Re:

            	
              Option
                One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series
                2007-CP1

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify
      that:

     

    (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws;

     

    (b)
      we
      have 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)
      either (i) we are not an employee benefit plan that is subject to the Employee
      Retirement Income Security Act of 1974, as amended, or a plan that is subject
      to
      Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
      on behalf of any such plan or (ii) we have provided the Opinion of Counsel
      as
      required under Section 5.02(d) of the Pooling and Servicing
      Agreement;

     

    (d)
      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

     

    (e)
      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.

     

    (f)
      with
      respect to a transfer of the Class C Certificates, the Transferee agrees to
      provide to the Trustee and the Swap Provider the appropriate tax certification
      form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as applicable
      (or
      any successor form thereto)), and agrees to update such forms (i) upon
      expiration of any such form, (ii) as required under then applicable U.S.
      Treasury regulations and (iii) promptly upon learning that any IRS Form W-9
      or
      IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor
      form
      thereto), has become obsolete or incorrect. In
      addition, if the transfer contemplated hereby causes the Supplemental Interest
      Trust to be beneficially owned by two or more persons for federal income tax
      purposes, or continue to be so treated, (a) each Transferee shall comply with
      the foregoing conditions, (b) the proposed majority Holder of the Class C
      Certificates (or each Holder, if there is or would be no majority Holder) (A)
      shall provide, or cause to be provided, on behalf of the Supplemental Interest
      Trust the appropriate tax certification form that would be required from the
      Supplemental Interest Trust to eliminate any withholding or deduction for taxes
      from amounts payable by the Swap Provider, pursuant to the Interest Rate Swap
      Agreement, to the Trustee, the Swap Provider on behalf of the Supplemental
      Interest Trust (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as
      applicable (or any successor form thereto) as a condition to such transfer,
      together with any applicable attachments) and (B) each Transferee agrees to
      update such form (x) upon expiration of any such form, (y) as required under
      then applicable U.S. Treasury regulations and (z) promptly upon learning that
      such form has become obsolete or incorrect. 

     

    The
      Transferee hereby authorizes the Trustee to provide any such tax certification
      form to the Swap Provider, upon its request, solely to the extent the Swap
      Provider has not received such IRS Form directly from the Holder of the Class
      C
      Certificates. Each Holder of a Class C Certificate by its purchase of such
      Certificate is deemed to consent to any such IRS Form being so forwarded. Upon
      the request of the Swap Provider, the Trustee shall be required to forward
      any
      tax certification received by it to the Swap Provider at the last known address
      provided to it, and, subject to Section 8.01 of the Pooling and Servicing
      Agreement, shall not be liable for the receipt of such tax certification by
      the
      Swap Provider, nor any action taken or not taken by the Swap Provider with
      respect to such tax certification. Any purported sales or transfers of the
      Class
      C Certificate to a Transferee which does not comply with the requirements of
      the
      preceding paragraph shall be deemed null and void under the Pooling and
      Servicing Agreement. The Trustee shall have no duty to take any action to
      correct any misstatement or omission in any tax certification provided to it
      by
      the Holder of the Class C Certificates and forwarded to the Swap
      Provider.

    


     

    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT J

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis $_______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.

     

    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.

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iv) bank deposit notes and certificates of deposit
      (v)
      loan participations, (vi) repurchase agreements, (vii) securities owned but
      subject to a repurchase agreement and (viii) currency, interest rate and
      commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     

    
      	 
	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	
              Date:

            


    

    


      

      
        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.


      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT J

     

    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 Buyers 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.

     

    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

              
	 	 
	
                By:

              	 
	 	
                Name

              
	 	
                Title

              
	 	 
	 	 
	
                IF
                  AN ADVISER:

              
	 	 
	 
	
                Print
                  Name of Buyer

              
	 	 
	 	 
	 	 
	
                Date:

              	 


      



    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
      

    


    EXHIBIT
      K

     

    FORM
      OF
      RESIDUAL CERTIFICATES TRANSFER AFFIDAVIT

    PURSUANT
      TO SECTION 5.02(d)

     

    OPTION
      ONE MORTGAGE LOAN TRUST 2007-CP1,

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-CP1

     

    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

      The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.  The
      undersigned is an officer of _____________________________, the proposed
      Transferee of an Ownership Interest in a Residual Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement dated as of February 1, 2007
      (the “Agreement”),
      among
      Option One Mortgage Acceptance Corporation, as depositor (the “Depositor”),
      Option One Mortgage Corporation, as servicer (the “ Servicer”) and Wells Fargo
      Bank, N.A., as trustee (the “Trustee”).
      Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
      shall have the meanings ascribed to such terms in the Agreement. The Transferee
      has authorized the undersigned to make this affidavit on behalf of the
      Transferee for the benefit of the Depositor and the Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are 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.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      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 a Permitted Transferee 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.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) 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 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit L to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. 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 a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

     

    [
      ]  The present value of the anticipated tax liabilities associated
      with holding the Certificate, as applicable, does not exceed the sum
      of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [
      ]  The transfer of the Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

    [
      ]  None of the above.

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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__.

    


    
      	 	 	 	 	 	 	
              [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____

            


    

    


    


    [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 __________, ____.

     

    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	 
	 	
              My
                Commission expires the _____ day of _________,
                20____

            


    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      L

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    [DATE]

     

    


    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada

              Irvine,
                California 92618

            	 


    

    


    
      	 	
              Re:

            	
              Option
                One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series
                2007-CP1

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the Act, (c)
      to
      the extent we are disposing of a Class [ ] Certificate, we have no knowledge
      the
      Transferee is not a Permitted Transferee and (d) no purpose of the proposed
      disposition of a Class [ ] Certificate is to impede the assessment or collection
      of tax.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              TRANSFEROR

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            
	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      M

     

    FORM
      OF
      ERISA REPRESENTATION LETTER

     

    _____________,
      20__

    


    
      	
              Option
                One Mortgage Acceptance Corporation

              3
                Ada

              Irvine,
                California 92618

            	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045-1951

            
	 	 
	
              Option
                One Mortgage Corporation

              3
                Ada

              Irvine,
                California 92618

            	 


    

    


    
      	 	
              Re:

            	
              Option
                One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series
                2007-CP1

            


    

    


    Dear
      Sirs:

     

    _______________________________
      (the “Transferee”) intends to acquire from ___________________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Option One
      Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates Series 2007-CP1, Class
      [C][P][R][R-X] (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”) dated as of February 1, 2007
      among Option One Mortgage Acceptance Corporation as depositor (the “Depositor”),
      Option One Mortgage Corporation as servicer (the “Servicer”) and Wells Fargo
      Bank, N.A. as trustee (the “Trustee”). Capitalized terms used herein and not
      otherwise defined shall have the meanings assigned thereto in the Pooling and
      Servicing Agreement. The Transferee hereby certifies, represents and warrants
      to, and covenants with the Depositor, the Trustee and the Servicer the
      following:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation at 29 C.F.R. § 2510.3-101.

     

    

      
        	
                Very
                  truly yours,

                 

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

    

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      N

     

    FORM
      OF
      SWAP ADMINISTRATION AGREEMENT

    


    
       

      This
        Swap
        Administration Agreement, dated as of February 22, 2007 (this “Agreement”),
        among Wells Fargo Bank, N.A., a national banking association (“Wells Fargo Bank,
        N.A.”), as swap administrator (in such capacity, the “Swap Administrator”),
        Wells Fargo Bank, N.A., as trustee for Option One Mortgage Loan Trust 2007-CP1,
        Asset-Backed Pass-Through Certificates, Series 2007-CP1 (in such capacity,
        the
“Trustee”), Wells Fargo Bank, N.A., as supplemental
        interest trust trustee
        (in such
        capacity, the “Supplemental Interest Trust Trustee”) and Option One Mortgage
        Capital Corporation (“Option One”).

       

      WHEREAS,
        Wells Fargo Bank, N.A., as Trustee for Option One Mortgage Loan Trust 2007-CP1,
        Asset-Backed Pass-Through Certificates, Series 2007-CP1, is counterparty
        to an
        Interest Rate Swap Agreement (the “Swap Agreement”), a copy of which is attached
        hereto as Exhibit A, between Wells Fargo Bank, N.A. as Supplemental Interest
        Trust Trustee and Bear Stearns Financial Products Inc. (the “Swap Provider”);


       

      WHEREAS,
        it is desirable to irrevocably appoint the Swap Administrator, and the Swap
        Administrator desires to accept such appointment, to receive and distribute
        funds payable by the Swap Provider under the Swap Agreement as provided herein;
        and

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties agree as follows: 

       

      1.  Definitions.
        Capitalized terms used but not otherwise defined herein shall have the
        respective meanings assigned thereto in the Pooling and Servicing Agreement
        or
        in the related Indenture, as the case may be, as in effect on the date hereof.
        

       

      2.  Swap
        Administrator.
        

       

      
        	(a)  	
                The
                  Supplemental Interest Trust Trustee will receive all funds paid
                  by the
                  Swap Provider or its successors in interest under the Swap Agreement
                  (including any Swap Termination Payment). The Supplemental Interest
                  Trust
                  Trustee hereby appoints the Swap Administrator to receive such
                  amounts on
                  each Distribution Date and the Swap Administrator accepts such
                  appointment. Thereafter, the Swap Administrator hereby agrees to
                  distribute on each Distribution Date such amounts in the following
                  order
                  of priority:

              


      

       

      (i)  first,
        to
        the Trustee for deposit into the Swap Account, an amount equal to the sum
        of the
        following amounts remaining outstanding after distribution of the Net Monthly
        Excess Cashflow (other than with respect to any Certificates beneficially
        owned
        by Option One or its Affiliates of which a Responsible Officer of the Trustee
        has actual knowledge): (A) Unpaid Interest Shortfall Amounts, (B) Net WAC
        Rate
        Carryover Amounts; (C) An amount necessary to maintain or restore the
        Overcollateralization Target Amount; and (D) any Allocated Realized Loss
        Amounts;

       

      (ii)  second,
        to Option One, any amounts remaining after payment of (i) above, provided,
        however,
        upon the
        issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
        Class C Certificates and the Class P Certificates (the “NIM Notes”), Option One
        hereby instructs the Swap Administrator to make any payments under this clause
        2(a)(ii) in the following order of priority: 

       

      
        	(A)  	
                to
                  the Indenture Trustee for the Trust, for deposit into the Note
                  Account
                  (each as to defined in the related Indenture), and until satisfaction
                  and
                  discharge of the Indenture, the Floating Amount (as defined in
                  Annex I);
                  and

              


      

       

      
        	(B)  	
                to
                  the Holders of the Class C Certificates; provided; however, that
                  any Swap
                  Termination Payment received by the Swap Administrator, on behalf
                  of the
                  Supplemental Interest Trust Trustee, shall not be payable to the
                  Holders
                  of the Class C Certificates pursuant to this clause (ii)(B) without
                  the
                  prior written consent of the NIMS Insurer, if any, and the Rating
                  Agencies.

              


      

       

      
        	(b)  	
                The
                  Swap Administrator, on behalf of the Supplemental Interest Trust
                  Trustee,
                  agrees to hold any amounts received under the Swap Agreement in
                  trust upon
                  the terms and conditions and for the exclusive use and benefit
                  of the
                  Trustee, the Indenture Trustee, as applicable (in turn for the
                  benefit of
                  the Certificateholders, the Noteholders and the NIMS Insurer, if
                  any) as
                  set forth herein. The rights, duties and liabilities of the Swap
                  Administrator in respect of this Agreement shall be as
                  follows:

              


      

       

      (i) The
        Swap
        Administrator shall have the full power and authority to do all things not
        inconsistent with the provisions of this Agreement that it may deem advisable
        in
        order to enforce the provisions hereof. The Swap Administrator shall not
        be
        answerable or accountable except for its own bad faith, willful misconduct
        or
        negligence. The Swap Administrator shall not be required to take any action
        to
        exercise or enforce any of its rights or powers hereunder which, in the opinion
        of the Swap Administrator, shall be likely to involve expense or liability
        to
        the Swap Administrator, unless the Swap Administrator shall have received
        an
        agreement satisfactory to it in its sole discretion to indemnify it against
        such
        liability and expense.

       

      (ii) The
        Swap
        Administrator shall not be liable with respect to any action taken or omitted
        to
        be taken by it in good faith in accordance with the direction of any party
        hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating
        to
        the time, method and place of conducting any proceeding for any remedy available
        to the Swap Administrator or exercising any right or power conferred upon
        the
        Swap Administrator under this Agreement.

       

      (iii) The
        Swap
        Administrator may perform any duties hereunder either directly or by or through
        agents or attorneys of the Swap Administrator. The Swap Administrator shall
        not
        be liable for the acts or omissions of its agents or attorneys so long as
        the
        Swap Administrator chose such Persons with due care.

       

      3.  Swap
        Account.
        The
        Swap Administrator, on behalf of the Supplemental Interest Trust Trustee,
        shall
        segregate and hold all funds received pursuant to the Swap Agreement (including
        any Swap Termination Payment) separate and apart from any of its own funds
        and
        general assets and shall establish and maintain in the name of the Swap
        Administrator one or more segregated accounts (such account or accounts,
        the
“Swap Account”), held in trust for the benefit of the Trustee, the Indenture
        Trustee, if any, and the parties to this Agreement. All amounts on deposit
        in
        the Swap Account shall remain uninvested unless the Swap Administrator receives
        instructions to the contrary from any party hereto, with the consent of the
        NIMS
        Insurer, if any. The Swap Administrator hereby agrees that and it holds and
        shall hold the Swap Account and all amounts deposited therein in trust for
        the
        exclusive use and benefit of the Trustee and the Indenture Trustee, if any,
        as
        their interests may appear. 

       

      
        	4.  	
                [Reserved].

              


      

       

      5.  Representations
        and Warranties of Wells Fargo.
        Wells
        Fargo Bank, N.A. represents and warrants as follows:

       

      
        	(a)  	
                Wells
                  Fargo Bank, N.A. is duly organized and validly existing as a national
                  banking association under the laws of the United States and has
                  all
                  requisite power and authority to execute and deliver this Agreement,
                  to
                  perform its obligations as Swap Administrator
                  hereunder.

              


      

       

      
        	(b)  	
                The
                  execution, delivery and performance of this Agreement by Wells
                  Fargo Bank,
                  N.A. as Swap Administrator, Supplemental Interest Trust Trustee
                  and
                  Trustee have been duly authorized in the Pooling and Servicing
                  Agreement
                  and the Indenture. 

              


      

       

      
        	(c)  	
                This
                  Agreement has been duly executed and delivered by Wells
                  Fargo Bank, N.A.
                  as
                  Swap Administrator, Supplemental Interest Trust Trustee and Trustee
                  and is
                  enforceable against Wells Fargo Bank, N.A. in such capacities in
                  accordance with its terms, except as enforceability may be affected
                  by
                  bankruptcy, insolvency, fraudulent conveyance, reorganization,
                  moratorium
                  and other similar laws relating to or affecting creditors’ rights
                  generally, general equitable principles (whether considered in
                  a
                  proceeding in equity or at law). 

              


      

       

      
        	6.  	
                Replacement
                  of Swap Administrator.

              


      

       

      Any
        corporation, bank, trust company or association into which the Swap
        Administrator may be merged or converted or with which it may be consolidated,
        or any corporation, bank, trust company or association resulting from any
        merger, conversion or consolidation to which the Swap Administrator shall
        be a
        party, or any corporation, bank, trust company or association succeeding
        to all
        or substantially all the corporate trust business of the Swap Administrator,
        shall be the successor of the Swap Administrator hereunder, without the
        execution or filing of any paper or any further act on the part of any of
        the
        parties hereto, except to the extent that assumption of its duties and
        obligations, as such, is not effected by operation of law.

       

      No
        resignation or removal of the Swap Administrator and no appointment of a
        successor Swap Administrator shall become effective until the appointment
        by
        Option One of a successor swap administrator acceptable to the NIMS Insurer,
        if
        any. Any successor swap administrator shall execute such documents or
        instruments necessary or appropriate to vest in and confirm to such successor
        swap administrator all such rights and powers conferred by this
        Agreement.

       

      The
        Swap
        Administrator may resign at any time by giving written notice thereof to
        the
        other parties hereto with a copy to the NIMS Insurer, if any. If a successor
        swap administrator shall not have accepted the appointment hereunder within
        30
        days after the giving by the resigning Swap Administrator of such notice
        of
        resignation, the resigning Swap Administrator may petition any court of
        competent jurisdiction for the appointment of a successor swap administrator
        acceptable to the NIMS Insurer, if any.

       

      In
        the
        event of a resignation or removal of the Swap Administrator, Option One shall
        promptly appoint a successor swap administrator acceptable to the NIMS Insurer,
        if any. If no such appointment has been made within 10 days of the resignation
        or removal, the NIMS Insurer, if any, may appoint a successor swap
        administrator.

       

      
        	7.  	
                Trustee
                  Obligations.

              


      

       

      Whenever
        the Trustee, in such capacity as the Supplemental Interest Trust Trustee,
        as a
        party to the Swap Agreement, has the option or is requested in such capacity,
        whether such request is by the counterparty to such agreement, to take any
        action or to give any consent, approval or waiver that it is entitled to
        take or
        give in such capacity, including, without limitation, in connection with
        an
        amendment of such agreement or the occurrence of a default or termination
        event
        thereunder, the Trustee, in such capacity as the Supplemental Interest Trust
        Trustee, shall promptly notify the parties hereto and the NIMS Insurer, if
        any,
        of such request in such detail as is available to it and, shall, on behalf
        of
        the parties hereto and the NIMS Insurer, if any, take such action in connection
        with the exercise and/or enforcement of any rights and/or remedies available
        to
        it in such capacity with respect to such request as the NIMS Insurer, if
        any,
        shall direct in writing; provided that if no such direction is received prior
        to
        the date that is established for taking such action or giving such consent,
        approval or waiver (notice of which date shall be given by the Trustee, in
        such
        capacity as the Supplemental Interest Trust Trustee, to the parties hereto
        and
        the NIMS Insurer, if any), the Trustee, in such capacity as the Supplemental
        Interest Trust Trustee, may abstain from taking such action or giving such
        consent, approval or waiver.

       

      The
        Trustee, in such capacity as the Supplemental Interest Trust Trustee, shall
        forward to the parties hereto and the NIMS Insurer, if any, on the Payment
        Date
        following its receipt thereof copies of any and all notices, statements,
        reports
        and/or other material communications and information (collectively, the “Swap
        Reports”) that it receives in connection with the Swap Agreement or from the
        counterparty thereto.

       

      
        	8.  	
                Miscellaneous.
                  

              


      

       

      
        	(a)  	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of New York.

              


      

       

      
        	(b)  	
                Any
                  action or proceeding against any of the parties hereto relating
                  in any way
                  to this Agreement may be brought and enforced in the courts of
                  the State
                  of New York sitting in the borough of Manhattan or of the United
                  States
                  District Court for the Southern District of New York and the Swap
                  Administrator irrevocably submits to the jurisdiction of each such
                  court
                  in respect of any such action or proceeding. The Swap Administrator
                  waives, to the fullest extent permitted by law, any right to remove
                  any
                  such action or proceeding by reason of improper venue or inconvenient
                  forum.

              


      

       

      
        	(c)  	
                This
                  Agreement may be amended, supplemented or modified in writing by
                  the
                  parties hereto, but only with the consent of the NIMS Insurer,
                  if
                  any.

              


      

       

      
        	(d)  	
                This
                  Agreement may not be assigned or transferred without the prior
                  written
                  consent of the NIMS Insurer, if any; provided, however, the parties
                  hereto
                  acknowledge and agree to the assignment of the rights of Option
                  One as
                  provided under this Agreement pursuant to the Sale Agreement, the
                  Trust
                  Agreement and the Indenture.

              


      

       

      
        	(e)  	
                This
                  Agreement may be executed by one or more of the parties to this
                  Agreement
                  on any number of separate counterparts (including by facsimile
                  transmission), and all such counterparts taken together shall be
                  deemed to
                  constitute one and the same
                  instrument.

              


      

       

      
        	(f)  	
                Any
                  provision of this Agreement which is prohibited or unenforceable
                  in any
                  jurisdiction shall, as to such jurisdiction, be ineffective to
                  the extent
                  of such prohibition or unenforceability without invalidating the
                  remaining
                  provisions hereof, and any such prohibition or unenforceability
                  in any
                  jurisdiction shall not invalidate or render unenforceable such
                  provision
                  in any other jurisdiction.

              


      

       

      
        	(g)  	
                The
                  representations and warranties made by the parties to this Agreement
                  shall
                  survive the execution and delivery of this Agreement. No act or
                  omission
                  on the part of any party hereto shall constitute a waiver of any
                  such
                  representation or warranty.

              


      

       

      
        	(h)  	
                The
                  article and section headings herein are for convenience of reference
                  only,
                  and shall not limit or otherwise affect the meaning
                  hereof.

              


      

       

      9.  Third
        Party Beneficiary.
        The Note
        Insurer, the Backup Note Insurer and the Indenture Trustee, if any, shall
        be
        deemed a third-party beneficiary of this Agreement to the same extent as
        if it
        were a party hereto, and shall have the right to enforce the provisions of
        this
        Agreement.

       

      10.  Swap
        Administrator Rights.
        The
        Swap Administrator shall be entitled to the same rights, protections and
        indemnities afforded to the Trustee under the Pooling and Servicing Agreement
        and the Indenture Trustee under the Indenture, in each case, as if specifically
        set forth herein with respect to the Swap Administrator.

       

      11.  Limited
        Recourse.
        Notwithstanding any other provisions of this Agreement, the obligations of
        the
        Trustee under this Agreement are limited recourse obligations of the Trustee.
        Such obligations are non-recourse to the Trustee, its assets and its property
        other than the assets of the Trust Fund, and following realization of such
        assets, any claims of any party hereto shall be extinguished and shall not
        thereafter be reinstated. No recourse shall be had against any principal,
        director, officer, employee, beneficiary, shareholder, partner, member, trustee,
        agent or affiliate of the Trustee or any person owning, directly or indirectly,
        any legal or beneficial interest in the Trustee, or any successors or assigns
        of
        any of the foregoing (the “Exculpated Parties”) for the payment of any amount
        payable under this Agreement. The parties hereto shall not enforce the liability
        and obligations of the Trustee to perform and observe the obligations contained
        in this Agreement by any action or proceeding wherein a money judgment
        establishing any personal liability shall be sought against the Trustee,
        subject
        to the following sentence, or the Exculpated Parties. The agreements in this
        paragraph shall survive termination of this Agreement and the performance
        of all
        obligations hereunder.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written. 

       

      


       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Swap Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

       

      
         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

         

      

      
         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Supplemental Interest Trust Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        

           

          
            	 	 	 	 	 	 	 	
                    
                      OPTION
                        ONE MORTGAGE CAPITAL CORPORATION

                    

                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                    By:

                  	 
	 	 	 	 	 	 	 	
                    Name:

                  	 
	 	 	 	 	 	 	 	
                    Title:

                  	 


          

          
 

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        A

       

      INTEREST
        RATE SWAP AGREEMENT

       

      See
        Exhibit I to the Pooling and Servicing Agreement

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ANNEX
        I

       

      The
        amounts paid under clause 2(a)(ii) of the Swap Administration Agreement shall
        be
        calculated as follows:

      


      
        	
                Floating
                  Amount:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Swap
                  Administrator.

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA.

              
	 	 
	
                Floating
                  Amount

              	
                The
                  Floating Amount payable by Party A shall be an amount equal to
                  (i) the
                  Notional Amount * (ii) Floating Rate Option * (iii) Floating Rate
                  Day
                  Count Fraction.

              
	 	 
	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360.

              
	 	 
	
                Notional
                  Amount:

              	
                The
                  aggregate certificate principal balance of the outstanding Class
                  A and
                  Mezzanine Certificates immediately prior to the related Distribution
                  Date.

              


      

      


      




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    FORM
      OF
      REMITTANCE REPORT

     

    
      	
              Standard
                File Layout - Trustee

            	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              DESCRIPTION

            	
              Decimal

            	
              Comment

            	
              Max
                Size

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORR_NEXT
                _PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the Borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_END
                _PRIN_BAL

            	
              The
                Borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to the investors at the end of a
                processing cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_BEG
                _PRIN_BAL

            	
              The
                Borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to the investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PAY_AMT

            	
              The
                scheduled monthly principal and scheduled interest payment that a
                Borrower
                is expected to pay; P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_
                AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_2

            	
              The
                second curtailment amount to be applied. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, 70=REO, 60=PIF, 63= Substitution,
                65=Repurchase;

            	
              2

            
	
              ACTION_CODE

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SCHED_GROSS_INTEREST_AMT

            	
              The
                amount of interest due on the outstanding scheduled principal balance
                in
                the current cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_FEE_AMT

            	
              The
                monthly loan fee amount expressed in dollars and cents.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_FEE_RATE

            	
              The
                Servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              CR_LOSS_AMT

            	
              The
                amount of loss that is classified as a credit.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              FRAUD_LOSS_AMT

            	
              The
                amount of loss that is attributable to a fraud claim.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BANKRUPTCY_LOSS_AMT

            	
              The
                amount of loss due to bankruptcy.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SPH_LOSS_AMT

            	
              The
                amount of loss that is classified as a special hazard.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a Borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
                effective payment date of the modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                modification type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      P

     

    [Reserved]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      Q

     

    [Reserved]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      R-1

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED BY DEPOSITOR WITH FORM 10-K

     

    I,
      _______________, the senior officer of Option One Mortgage Acceptance
      Corporation, certify that:

     

    l. I
      have
      reviewed this report on Form 10-K and all reports on Form 10-D required to
      be
      filed in respect of the period covered by this report on Form 10-K of Option
      One
      Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series 2007-CP1 (the
      “Exchange Act periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under the Form 10-D for the period covered by this report is
      included in the Exchange Act periodic reports;

     

    4. Based
      on
      my knowledge and the servicer compliance statement required in this report
      under
      Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
      reports, the servicer has fulfilled its obligations under the servicing
      agreement; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this Form 10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Wells Fargo Bank, N.A.

     

    Date:
      ___________________

     

    

      
        	
                OPTION
                  ONE MORTGAGE ACCEPTANCE CORPORATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    



    


    EXHIBIT
      R-2

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE

     

     

    
      	Re:  	
              The
                [        
]
                agreement
                dated as of [     ],
                200[ ] (the “Agreement”), among [IDENTIFY
                PARTIES]

            


    

     

    I,
      ________________________________, the _______________________ of Wells Fargo
      Bank, N.A., certify to the Certifying Person and [the Depositor], and its
      officers, directors and affiliates, with the knowledge and intent that they
      will
      rely upon this certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [ ] (the
“Annual
      Report”)
      and
      all reports on Form 10-D required to be filed in respect of the period covered
      by the Annual Report (collectively with the Annual Report, the “Reports”)
      of the
      Trust;

     

    (2) Based
      on
      my knowledge, the Reports, 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 Annual Report;

     

    (3) Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Agreement, and based on my knowledge and the compliance review conducted in
      preparing the compliance statement of the Trustee required in the Annual Report
      under Item 1123 of Regulation AB, and except as disclosed in the Reports, the
      Trustee has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria for asset-backed
      securities of the Trustee and its related attestation report on assessment
      of
      compliance required to be included in the Annual Report in accordance with
      Item
      1122 of Regulation AB and Exchange Act rules 13a-18 and 15d-18 has been included
      as an exhibit to the Annual Report. Any material instances of noncompliance
      are
      described in such report and have been disclosed in the Annual
      Report.

     

    


    
      	
              Date:

            	 
	 
	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	
              Date:

            	 


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Servicer
      - aggregator of pool assets

    Securities
      Administrator - waterfall calculator (may be the Trustee, or may be the
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor 

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key:         X
      - obligation

    [X]
      - under consideration for obligation

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Servicer

            	
              Trustee

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets 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

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                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

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	
              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

            	
              X

            	
              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 Pool Assets serviced by the Servicer.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	
              X

            	
              X

            	
              X

            


    

    


    



    EXHIBIT
      T

    


    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 Trustee pursuant
      to Section 3.25. 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 “4.03 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.03,
      provided by the Trustee based on information received from the Servicer; and
      b)
      items marked “Form 10-D report” are required to be in the Form 10-D report but
      not the 4.03 statement, provided by the party indicated. Information under
      all
      other Items of Form 10-D is to be included in the Form 10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the Distribution Date.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record date, accrual date, determination date for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.03
                statement

            
	
              (2)
                Cash flows received for distributions, fees and expenses.

            	
              4.03
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.03
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.03
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.03
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.03
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              4.03
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.03
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              4.03
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.03
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.03
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.03
                statement

               

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.03
                statement.

               

               

              Form
                10-D report: Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.03
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              4.03
                statement

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Trustee

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.03
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

              Form
                10-D report: Depositor

               

               

               

               

              Form
                10-D report: Depositor

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

            	
              Depositor

            
	
              2

            	
              Legal
                Proceedings

            	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

              Seller

              Depositor

              Trustee

              Issuing
                entity

              Servicer

              Originator
                

              Custodian

            	
               

               

               

              Seller

              Depositor

              Trustee

              Depositor

              Servicer

              Originator

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
               

               

               

              Depositor

            
	
              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)

            	
               

               

               

              Trustee

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            
	
              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.

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trustee

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trustee

              Trustee

              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.

            	 
	
              8

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

              Examples:
                servicing agreement, custodial agreement.

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Depositor

            
	
              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.

            	
              Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Servicer, with respect to any of the following: 

              Sponsor
                (Seller), Depositor, Servicer, Trustee, Cap Provider,
                Custodian

            	
              Depositor

            
	
              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 4.03 statement

            	
              Trustee

            
	
              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

            	
              Trustee

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 4.07]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Servicer or Trustee

            	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                servicer, affiliated servicer, other servicer servicing 10% or more
                of
                pool assets at time of report, other material servicers, certificate
                administrator or trustee. Reg AB disclosure about any new servicer
                or
                trustee is also required.

            	
              Trustee
                or Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor
                or Trustee

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee

            
	
              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

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trustee

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trustee

              Trustee

              Depositor

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

              Seller

              Depositor

              Trustee

              Issuing
                entity

              Servicer

              Originator
                

              Custodian
                

              Credit
                Enhancer/Support Provider, if any

              Significant
                Obligor, if any

            	
               

               

              Seller

              Depositor

              Trustee

              Issuing
                entity

              Servicer

              Originator
                

              Custodian
                

              Depositor

              Depositor

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 -Servicer Compliance Statement

            	
              Servicer

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    


    Wells
      Fargo Bank, N.A., as Trustee

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Corporate Trust Services- [DEAL NAME]—SEC REPORT PROCESSING

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

    


    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Pooling and Servicing Agreement dated as
      of
      February 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
      Corporation, as servicer (the “Servicer”), and Wells Fargo Bank, N. A., a
      national banking association, as Trustee (the “Trustee), the undersigned, as [
      ], hereby notifies you that certain events have come to our attention that
      [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

     

     

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

     

     

    


     

    Any
      inquiries related to this notification should be directed to [         ],
      phone number:
      [         ];
      email address:
      [         ].


     

    
      	
              [NAME
                OF PARTY],

              as
                [role]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


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      CHARGE SCHEDULE

     

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      Upon Request)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    SCHEDULE
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