Unassociated Document


    


    


    


    


    FINANCIAL
      ASSET SECURITIES CORP.,

    Depositor

    


    


    OCWEN
      LOAN SERVICING, LLC.,

    Servicer

    


    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Trust Administrator

    


    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      

    


    


    


    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of February 1, 2007

    


    


    ___________________________

    Soundview
      Home Loan Trust 2007-1

    


    Asset-Backed
      Certificates, Series 2007-1

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    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 an Originator or the
                Seller.

            
	
              SECTION
                2.04

            	
              [Reserved].

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of Ocwen and the Master
                Servicer.

            
	
              SECTION
                2.06

            	
              Representations
                and Warranties of the Depositor.

            
	
              SECTION
                2.07

            	
              Issuance
                of Certificates.

            
	
              SECTION
                2.08

            	
              Authorization
                to Enter into Basis Risk Cap Agreement, Interest Rate Cap Agreement
                and
                Interest Rate Swap Agreement.

            
	
              SECTION
                2.09

            	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
                3,
                REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
                Certificates.

            
	
               

              ARTICLE
                III

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3.01

            	
              Ocwen
                to Act as a Servicer.

            
	
              SECTION
                3.02

            	
              Sub-Servicing
                Agreements Between Ocwen and Sub-Servicers;
                Subcontractors.

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of Ocwen.

            
	
              SECTION
                3.05

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

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Master
                Servicer.

            
	
              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.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account.

            
	
              SECTION
                3.12

            	
              Investment
                of Funds in the Collection Account.

            
	
              SECTION
                3.13

            	
              [Reserved].

            
	
              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;
                Collection Account Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of Ocwen in Respect of Prepayment Interest Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of Ocwen in Respect of Monthly Payments.

            
	
              SECTION
                3.26

            	
              [Reserved].

            
	
              SECTION
                3.27

            	
              [Reserved].

            
	
              SECTION
                3.28

            	
              Late
                Remittance.

            
	
              SECTION
                3.29

            	
              Advance
                Facility.

            
	
              SECTION
                3.30

            	
              Solicitations.

            
	
               

              ARTICLE
                IIIA

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3A.01

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3A.02

            	
              [Reserved].

            
	
              SECTION
                3A.03

            	
              Monitoring
                of Servicers.

            
	
              SECTION
                3A.04

            	
              Fidelity
                Bond.

            
	
              SECTION
                3A.05

            	
              Power
                to Act; Procedures.

            
	
              SECTION
                3A.06

            	
              Due
                on Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3A.07

            	
              [Reserved].

            
	
              SECTION
                3A.08

            	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            
	
              SECTION
                3A.09

            	
              Compensation
                for the Master Servicer.

            
	
              SECTION
                3A.10

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

            
	
              SECTION
                3A.11

            	
              Distribution
                Account.

            
	
              SECTION
                3A.12

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
               

              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

            	
              Commission
                Reporting.

            
	
              SECTION
                4.06

            	
              [Reserved].

            
	
              SECTION
                4.07

            	
              [Reserved].

            
	
              SECTION
                4.08

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              SECTION
                4.09

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.10

            	
              Swap
                Account.

            
	
              SECTION
                4.11

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.12

            	
              Cap
                Account.

            
	
              SECTION
                4.13

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.14

            	
              Collateral
                Accounts

            
	
              SECTION
                4.15

            	
              Rights
                and Obligations Under the Basis Risk Cap Agreement, the Interest
                Rate Cap
                Agreement and 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
                MASTER SERVICER, OCWEN aND THE DEPOSITOR

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Master Servicer, Ocwen and the Depositor.

            
	
              SECTION
                6.02

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

            
	
              SECTION
                6.03

            	
              Limitation
                on Liability of Ocwen, the Master Servicer and Others.

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of Ocwen; Assignment of Master
                Servicing.

            
	
              SECTION
                6.05

            	
              Successor
                Master Servicer.

            
	
              SECTION
                6.06

            	
              Delegation
                of Duties.

            
	
              SECTION
                6.07

            	
              [Reserved].

            
	
              SECTION
                6.08

            	
              Inspection.

            
	
              SECTION
                6.09

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.10

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.11

            	
              Removal
                of the Credit Risk Manager.

            
	
               

              ARTICLE
                VII

              DEFAULT

               

            
	
              SECTION
                7.01

            	
              Master
                Servicer Events of Termination and Servicer Events of
                Termination.

            
	
              SECTION
                7.02

            	
              Master
                Servicer or Trustee to Act; Appointment of Successor
                Servicer.

            
	
              SECTION
                7.03

            	
              Trustee
                to Act; Appointment of Successor Master Servicer.

            
	
              SECTION
                7.04

            	
              Waiver
                of Defaults.

            
	
              SECTION
                7.05

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.06

            	
              Survivability
                of Servicer and Master Servicer Liabilities.

            
	
               

              ARTICLE
                VIII

              THE
                TRUSTEE AND THE TRUST ADMINISTRATOR

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee and Trust Administrator.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            
	
              SECTION
                8.03

            	
              Trustee
                and Trust Administrator Not Liable for Certificates or Mortgage
                Loans.

            
	
              SECTION
                8.04

            	
              Trustee
                and Trust Administrator May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trust
                Administrator and Trustee Compensation and Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                or Removal of Trustee or Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              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.

            
	
              SECTION
                8.16

            	
              Appointment
                of the Custodians.

            
	
               

              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.

            
	
              SECTION
                11.09

            	
              Further
                Assurances.

            
	
              SECTION
                11.10

            	
              Benefits
                of Agreement.

            
	
              SECTION
                11.11

            	
              Acts
                of Certificateholders.

            
	
              SECTION
                11.12

            	
              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 II-A-4 Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-1 Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-2 Certificates

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-3 Certificates

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-4 Certificates

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-5 Certificates

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-6 Certificates

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-7 Certificates

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-8A Certificates

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-8B Certificates

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-9 Certificates

            
	
              Exhibit
                A-16

            	
              Form
                of Class M-10 Certificates

            
	
              Exhibit
                A-17

            	
              Form
                of Class C Certificates

            
	
              Exhibit
                A-18

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-19

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-20 

            	
              Form
                of Class R-X Certificates

            
	
              Exhibit
                A-21

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                A-22

            	
              Form
                of Class FL Certificates 

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C-1

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                C-2

            	
              Form
                of Assignment and Recognition Agreement

            
	
              Exhibit
                C-3

            	
              Form
                of Omnibus Assignment 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

            	
              Form
                of Cap Allocation Agreement

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                I

            	
              Form
                of Limited Power of Attorney

            
	
              Exhibit
                J

            	
              Form
                of Investment Letter

            
	
              Exhibit
                K

            	
              Form
                of Transfer Affidavit for Residual Certificates

            
	
              Exhibit
                L

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                M

            	
              Form
                of ERISA Representation Letter

            
	
              Exhibit
                N-1

            	
              Form
                of Certification to be Provided by the Master Servicer with Form
                10-K

            
	
              Exhibit
                N-2

            	
              Form
                of Certification to be Provided to the Master Servicer by the
                Trustee

            
	
              Exhibit
                N-3

            	
              Form
                of Certification to be Provided to the Master Servicer by
                Ocwen

            
	
              Exhibit
                O

            	
              Form
                of Interest Rate Cap Agreement

            
	
              Exhibit
                P

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                Q

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                R-1

            	
              Form
                of Delinquency Report

            
	
              Exhibit
                R-2

            	
              Form
                of Monthly Remittance Report

            
	
              Exhibit
                R-3

            	
              Form
                of Realized Loss Report

            
	
              Exhibit
                S

            	
              Servicing
                Criteria

            
	
              Exhibit
                T

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

            
	
              Exhibit
                U 

            	
              
                Form
                  of Basis Risk Cap Agreement

              

            
	 	 
	
              Schedule
                I

            	
              Prepayment
                Charge Schedule

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement is dated as of February 1, 2007 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), OCWEN LOAN SERVICING, LLC, as servicer (the “Servicer”), WELLS
      FARGO BANK, N.A., as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”) and DEUTSCHE BANK NATIONAL TRUST COMPANY,
      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 twenty-two 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 II-A-4 Certificates, (vi) the Class M-1
      Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3
      Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,
      (xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii)
the
      Class
      M-8A Certificates,
      (xiv)
      the Class M-8B Certificates, (xv) the Class M-9 Certificates, (xvi) the Class
      M-10 Certificates, (xvii) the Class C Certificates, (xviii) the Class P
      Certificates, (xix) the Class R Certificates, (xx) the Class R-X Certificates
      and (xxi) the Class X Certificates, (xxi) the Class X Certificates, (xxii)
      the
      Class FL 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, the
      Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account,
      the
      Cap Allocation Agreement, 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)

            	 	 	
              $
                124,386,234.94

            	 	
              March
                2037

            
	
              I-1-A

            	 	
              Variable
                (2)

            	 	 	
              $
                8,486,160.00

            	 	
              March
                2037

            
	
              I-1-B

            	 	
              Variable
                (2)

            	 	 	
              $
                8,486,160.00

            	 	
              March
                2037

            
	
              I-2-A

            	 	
              Variable
                (2)

            	 	 	
              $
                8,492,515.00

            	 	
              March
                2037

            
	
              I-2-B

            	 	
              Variable
                (2)

            	 	 	
              $
                8,492,515.00

            	 	
              March
                2037

            
	
              I-3-A

            	 	
              Variable
                (2)

            	 	 	
              $
                8,353,457.50

            	 	
              March
                2037

            
	
              I-3-B

            	 	
              Variable
                (2)

            	 	 	
              $
                8,353,457.50

            	 	
              March
                2037

            
	
              I-4-A

            	 	
              Variable
                (2)

            	 	 	
              $
                7,902,145.00

            	 	
              March
                2037

            
	
              I-4-B

            	 	
              Variable
                (2)

            	 	 	
              $
                7,902,145.00

            	 	
              March
                2037

            
	
              I-5-A

            	 	
              Variable
                (2)

            	 	 	
              $
                8,594,595.00

            	 	
              March
                2037

            
	
              I-5-B

            	 	
              Variable
                (2)

            	 	 	
              $
                8,594,595.00

            	 	
              March
                2037

            
	
              I-6-A

            	 	
              Variable
                (2)

            	 	 	
              $
                9,204,900.00

            	 	
              March
                2037

            
	
              I-6-B

            	 	
              Variable
                (2)

            	 	 	
              $
                9,204,900.00

            	 	
              March
                2037

            
	
              I-7-A

            	 	
              Variable
                (2)

            	 	 	
              $
                9,132,952.50

            	 	
              March
                2037

            
	
              I-7-B

            	 	
              Variable
                (2)

            	 	 	
              $
                9,132,952.50

            	 	
              March
                2037

            
	
              I-8-A

            	 	
              Variable
                (2)

            	 	 	
              $
                8,771,128.75

            	 	
              March
                2037

            
	
              I-8-B

            	 	
              Variable
                (2)

            	 	 	
              $
                8,771,128.75

            	 	
              March
                2037

            
	
              I-9-A

            	 	
              Variable
                (2)

            	 	 	
              $
                7,382,617.50

            	 	
              March
                2037

            
	
              I-9-B

            	 	
              Variable
                (2)

            	 	 	
              $
                7,382,617.50

            	 	
              March
                2037

            
	
              I-10-A

            	 	
              Variable
                (2)

            	 	 	
              $
                6,668,737.50

            	 	
              March
                2037

            
	
              I-10-B

            	 	
              Variable
                (2)

            	 	 	
              $
                6,668,737.50

            	 	
              March
                2037

            
	
              I-11-A

            	 	
              Variable
                (2)

            	 	 	
              $
                6,032,302.50

            	 	
              March
                2037

            
	
              I-11-B

            	 	
              Variable
                (2)

            	 	 	
              $
                6,032,302.50

            	 	
              March
                2037

            
	
              I-12-A

            	 	
              Variable
                (2)

            	 	 	
              $
                6,189,516.25

            	 	
              March
                2037

            
	
              I-12-B

            	 	
              Variable
                (2)

            	 	 	
              $
                6,189,516.25

            	 	
              March
                2037

            
	
              I-13-A

            	 	
              Variable
                (2)

            	 	 	
              $
                28,924,417.50

            	 	
              March
                2037

            
	
              I-13-B

            	 	
              Variable
                (2)

            	 	 	
              $
                28,924,417.50

            	 	
              March
                2037

            
	
              I-14-A

            	 	
              Variable
                (2)

            	 	 	
              $
                27,157,228.75

            	 	
              March
                2037

            
	
              I-14-B

            	 	
              Variable
                (2)

            	 	 	
              $
                27,157,228.75

            	 	
              March
                2037

            
	
              I-15-A

            	 	
              Variable
                (2)

            	 	 	
              $
                4,276,727.50

            	 	
              March
                2037

            
	
              I-15-B

            	 	
              Variable
                (2)

            	 	 	
              $
                4,276,727.50

            	 	
              March
                2037

            
	
              I-16-A

            	 	
              Variable
                (2)

            	 	 	
              $
                4,087,601.25

            	 	
              March
                2037

            
	
              I-16-B

            	 	
              Variable
                (2)

            	 	 	
              $
                4,087,601.25

            	 	
              March
                2037

            
	
              I-17-A

            	 	
              Variable
                (2)

            	 	 	
              $
                7,221,091.25

            	 	
              March
                2037

            
	
              I-17-B

            	 	
              Variable
                (2)

            	 	 	
              $
                7,221,091.25

            	 	
              March
                2037

            
	
              I-18-A

            	 	
              Variable
                (2)

            	 	 	
              $
                6,938,052.50

            	 	
              March
                2037

            
	
              I-18-B

            	 	
              Variable
                (2)

            	 	 	
              $
                6,938,052.50

            	 	
              March
                2037

            
	
              I-19-A

            	 	
              Variable
                (2)

            	 	 	
              $
                3,800,918.75

            	 	
              March
                2037

            
	
              I-19-B

            	 	
              Variable
                (2)

            	 	 	
              $
                3,800,918.75

            	 	
              March
                2037

            
	
              I-20-A

            	 	
              Variable
                (2)

            	 	 	
              $
                2,525,243.75

            	 	
              March
                2037

            
	
              I-20-B

            	 	
              Variable
                (2)

            	 	 	
              $
                2,525,243.75

            	 	
              March
                2037

            
	
              I-21-A

            	 	
              Variable
                (2)

            	 	 	
              $
                2,288,115.00

            	 	
              March
                2037

            
	
              I-21-B

            	 	
              Variable
                (2)

            	 	 	
              $
                2,288,115.00

            	 	
              March
                2037

            
	
              I-22-A

            	 	
              Variable
                (2)

            	 	 	
              $
                2,234,573.75

            	 	
              March
                2037

            
	
              I-22-B

            	 	
              Variable
                (2)

            	 	 	
              $
                2,234,573.75

            	 	
              March
                2037

            
	
              I-23-A

            	 	
              Variable
                (2)

            	 	 	
              $
                2,145,568.75

            	 	
              March
                2037

            
	
              I-23-B

            	 	
              Variable
                (2)

            	 	 	
              $
                2,145,568.75

            	 	
              March
                2037

            
	
              I-24-A

            	 	
              Variable
                (2)

            	 	 	
              $
                2,108,407.50

            	 	
              March
                2037

            
	
              I-24-B

            	 	
              Variable
                (2)

            	 	 	
              $
                2,108,407.50

            	 	
              March
                2037

            
	
              I-25-A

            	 	
              Variable
                (2)

            	 	 	
              $
                3,591,075.00

            	 	
              March
                2037

            
	
              I-25-B

            	 	
              Variable
                (2)

            	 	 	
              $
                3,591,075.00

            	 	
              March
                2037

            
	
              I-26-A

            	 	
              Variable
                (2)

            	 	 	
              $
                3,417,387.50

            	 	
              March
                2037

            
	
              I-26-B

            	 	
              Variable
                (2)

            	 	 	
              $
                3,417,387.50

            	 	
              March
                2037

            
	
              I-27-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,786,016.25

            	 	
              March
                2037

            
	
              I-27-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,786,016.25

            	 	
              March
                2037

            
	
              I-28-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,672,731.25

            	 	
              March
                2037

            
	
              I-28-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,672,731.25

            	 	
              March
                2037

            
	
              I-29-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,620,861.25

            	 	
              March
                2037

            
	
              I-29-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,620,861.25

            	 	
              March
                2037

            
	
              I-30-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,570,657.50

            	 	
              March
                2037

            
	
              I-30-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,570,657.50

            	 	
              March
                2037

            
	
              I-31-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,522,060.00

            	 	
              March
                2037

            
	
              I-31-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,522,060.00

            	 	
              March
                2037

            
	
              I-32-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,475,020.00

            	 	
              March
                2037

            
	
              I-32-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,475,020.00

            	 	
              March
                2037

            
	
              I-33-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,429,482.50

            	 	
              March
                2037

            
	
              I-33-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,429,482.50

            	 	
              March
                2037

            
	
              I-34-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,385,397.50

            	 	
              March
                2037

            
	
              I-34-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,385,397.50

            	 	
              March
                2037

            
	
              I-35-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,342,715.00

            	 	
              March
                2037

            
	
              I-35-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,342,715.00

            	 	
              March
                2037

            
	
              I-36-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,301,391.25

            	 	
              March
                2037

            
	
              I-36-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,301,391.25

            	 	
              March
                2037

            
	
              I-37-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,269,397.50

            	 	
              March
                2037

            
	
              I-37-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,269,397.50

            	 	
              March
                2037

            
	
              I-38-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,226,582.50

            	 	
              March
                2037

            
	
              I-38-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,226,582.50

            	 	
              March
                2037

            
	
              I-39-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,197,820.00

            	 	
              March
                2037

            
	
              I-39-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,197,820.00

            	 	
              March
                2037

            
	
              I-40-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,154,805.00

            	 	
              March
                2037

            
	
              I-40-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,154,805.00

            	 	
              March
                2037

            
	
              I-41-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,527,275.00

            	 	
              March
                2037

            
	
              I-41-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,527,275.00

            	 	
              March
                2037

            
	
              I-42-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,800,310.00

            	 	
              March
                2037

            
	
              I-42-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,800,310.00

            	 	
              March
                2037

            
	
              I-43-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,131,718.75

            	 	
              March
                2037

            
	
              I-43-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,131,718.75

            	 	
              March
                2037

            
	
              I-44-A

            	 	
              Variable
                (2)

            	 	 	
              $
                963,366.25

            	 	
              March
                2037

            
	
              I-44-B

            	 	
              Variable
                (2)

            	 	 	
              $
                963,366.25

            	 	
              March
                2037

            
	
              I-45-A

            	 	
              Variable
                (2)

            	 	 	
              $
                927,810.00

            	 	
              March
                2037

            
	
              I-45-B

            	 	
              Variable
                (2)

            	 	 	
              $
                927,810.00

            	 	
              March
                2037

            
	
              I-46-A

            	 	
              Variable
                (2)

            	 	 	
              $
                900,450.00

            	 	
              March
                2037

            
	
              I-46-B

            	 	
              Variable
                (2)

            	 	 	
              $
                900,450.00

            	 	
              March
                2037

            
	
              I-47-A

            	 	
              Variable
                (2)

            	 	 	
              $
                874,273.75

            	 	
              March
                2037

            
	
              I-47-B

            	 	
              Variable
                (2)

            	 	 	
              $
                874,273.75

            	 	
              March
                2037

            
	
              I-48-A

            	 	
              Variable
                (2)

            	 	 	
              $
                849,963.75

            	 	
              March
                2037

            
	
              I-48-B

            	 	
              Variable
                (2)

            	 	 	
              $
                849,963.75

            	 	
              March
                2037

            
	
              I-49-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,180,150.00

            	 	
              March
                2037

            
	
              I-49-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,180,150.00

            	 	
              March
                2037

            
	
              I-50-A

            	 	
              Variable
                (2)

            	 	 	
              $
                1,053,035.00

            	 	
              March
                2037

            
	
              I-50-B

            	 	
              Variable
                (2)

            	 	 	
              $
                1,053,035.00

            	 	
              March
                2037

            
	
              I-51-A

            	 	
              Variable
                (2)

            	 	 	
              $
                25,683,835.00

            	 	
              March
                2037

            
	
              I-51-B

            	 	
              Variable
                (2)

            	 	 	
              $
                25,683,835.00

            	 	
              March
                2037

            
	
              P

            	 	
              Variable
                (2)

            	 	 	
              $
                100.00

            	 	
              March
                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 elect 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 shall be designated as “REMIC 2.”
The Class R-2 Interest shall evidence 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 (as
      defined herein). None of the REMIC 2 Regular Interests shall be
      certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC 2

              Pass-Through
                Rate

            	
              Initial
                Uncertificated 

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              LTAA

            	
              Variable(2)

            	
              $
                617,336,650.29

            	
              March
                2037

            
	
              LTIA1

            	
              Variable(2)

            	
              $  
                 2,279,480.00

            	
              March
                2037

            
	
              LTIIA1

            	
              Variable(2)

            	
              $  
                 1,456,000.00

            	
              March
                2037

            
	
              LTIIA2

            	
              Variable(2)

            	
              $     
                 255,600.00

            	
              March
                2037

            
	
              LTIIA3

            	
              Variable(2)

            	
              $     
                 773,700.00

            	
              March
                2037

            
	
              LTIIA4

            	
              Variable(2)

            	
              $     
                 297,640.00

            	
              March
                2037

            
	
              LTM1

            	
              Variable(2)

            	
              $     
                 204,760.00

            	
              March
                2037

            
	
              LTM2

            	
              Variable(2)

            	
              $     
                 185,860.00

            	
              March
                2037

            
	
              LTM3

            	
              Variable(2)

            	
              $     
                 107,110.00

            	
              March
                2037

            
	
              LTM4

            	
              Variable(2)

            	
              $       
                 97,660.00

            	
              March
                2037

            
	
              LTM5

            	
              Variable(2)

            	
              $       
                 91,360.00

            	
              March
                2037

            
	
              LTM6

            	
              Variable(2)

            	
              $       
                 85,060.00

            	
              March
                2037

            
	
              LTM7

            	
              Variable(2)

            	
              $       
                 81,910.00

            	
              March
                2037

            
	
              LTM8A

            	
              Variable(2)

            	
              $       
                 43,000.00

            	
              March
                2037

            
	
              LTM8B

            	
              Variable(2)

            	
              $       
                 20,000.00

            	
              March
                2037

            
	
              LTM9

            	
              Variable(2)

            	
              $       
                 59,850.00

            	
              March
                2037

            
	
              LTM10

            	
              Variable(2)

            	
              $       
                 63,000.00

            	
              March
                2037

            
	
              LTZZ

            	
              Variable(2)

            	
              $  
                 6,496,717.15

            	
              March
                2037

            
	
              LTP

            	
              Variable(2)

            	
              $            
                 100.00

            	
              March
                2037

            
	
              LTIO

            	
              Variable(2)

            	
              (3)

            	
              March
                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, as defined
      herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      3

     

    As
      provided herein, the Trustee shall elect 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 shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
      REMIC 3 for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate
      and the Original Class Certificate Principal Balance for each Class of
      Certificates comprising the interests representing “regular interests” in REMIC
      3, and the Class FL Certificates and the Class X Certificates which are not
      “regular interests” in REMIC 3. 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

            	
              Original
                Class Certificate Principal Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible Maturity Date(1)

            
	
              Class
                I-A-1

            	
              $
                227,948,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                II-A-1

            	
              $
                145,600,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                II-A-2

            	
              $ 
                 25,560,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                II-A-3

            	
              $ 
                 77,370,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                II-A-4

            	
              $ 
                 29,764,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-1

            	
              $ 
                 20,476,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-2

            	
              $ 
                 18,586,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-3

            	
              $ 
                 10,711,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-4

            	
              $   
                 9,766,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-5

            	
              $   
                 9,136,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-6

            	
              $   
                 8,506,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-7

            	
              $   
                 8,191,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-8A

            	
              $   
                 4,300,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-8B

            	
              $   
                 2,000,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-9

            	
              $   
                 5,985,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class
                M-10

            	
              $   
                 6,300,000.00

            	
              Variable(2) 

            	
              March
                2037

            
	
              Class FL 

            	
               
                $  
                                  0.00 

            	
               0.00% 

            	
               March
                2037 

            
	
              Class
                X

            	
              $ 
                   
                             
                 0.00

            	
              0.00%

            	
              March
                2037

            
	
              Class
                C Interest

            	
              $ 
                 19,846,089.69

            	
              Variable(3)

            	
              March
                2037

            
	
              Class
                P Interest

            	
              $  
                            
                 100.00

            	
              N/A(4)

            	
              March
                2037

            
	
              Class
                IO Interest

            	
              (5)

            	
              (6)

            	
              March
                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 Uncertificated Principal Balance of the REMIC 2
      Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
      Interest will not accrue interest on its Certificate Principal
      Balance.

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

    (5) For
      federal income tax purposes, the Class IO Interest will not have a Certificate
      Principal Balance, but will have a notional amount equal to the Uncertificated
      Notional Amount of REMIC 2 Regular Interest LTIO.

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

     

    The
      following table sets forth (or describes) the designation, Pass-Through Rate
      ,
      the 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 the indicated Class of Certificates that represents a “regular
      interest” in REMIC 4 created hereunder:

     

    
      	
              Designation

            	
              Original
                Class Certificate Principal Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible Maturity Date(1)

            
	
              Class
                C Certificates

            	
              $
                19,846,089.69

            	
              Variable(2)

            	
              March
                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.

     

    The
      following table sets forth (or describes) the designation, Pass-Through Rate,
      the 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 the indicated Class of Certificates that represents a “regular
      interest” in REMIC 5 created hereunder:

     

    
      	
              Designation

            	
              Original
                Class Certificate Principal Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible Maturity Date(1)

            
	
              Class
                P

            	
              $100.00

            	
              Variable(2)

            	
              March
                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 IO Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets shall 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. 

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the 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 the indicated REMIC 6 Regular Interest, which will be
      uncertificated.

     

    
      	
              Designation

            	
              Original
                Class Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible Maturity Date(1)

            
	
              SWAP
                IO

            	
              N/A

            	
              Variable(2)

            	
              March
                2037

            


    

    ________________

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

    (2) REMIC
      6
      Regular Interest SWAP IO shall receive 100% of amounts received in respect
      of
      the Class 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 Floating Rate Certificates shall be made on the
      basis
      of the actual number of days elapsed and 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.

     

    “10-K
      Filing Deadline” has the meaning set forth in Section
      4.05(a)(iv)(A).

     

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

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage loan master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      (except in its capacity as successor to the Servicer), or (y) as provided in
      Section 3A.01 hereof, but in no event below the standard set forth in clause
      (x). 

     

    “Accrual
      Period”: With respect to the Floating Rate 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 such 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 Notification”: The meaning set forth in Section
      4.05(a)(ii).

     

    “Additional
      Form 10-D Disclosure”: The meaning set forth in Section
      4.05(a)(i.).

     

    “Additional
      Form 10-K Disclosure”: The meaning set forth in Section
      4.05(a)(iv).

     

    “Adjustable-Rate
      Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
      the life of such loan for the adjustment of the Mortgage Rate payable in respect
      thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
      Mortgage Loan Schedule.

     

    “Adjusted
      Net Maximum 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 applicable Maximum Mortgage Rate for such Mortgage Loan (or the
      Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
      day
      of the month preceding the month in which the related Distribution Date occurs
      minus the sum
      of
      (i) the Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the
      Credit Risk Manager Fee Rate.

     

    “Adjusted
      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 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
      minus the
      sum
      of (i) the Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the
      Credit Risk Manager Fee Rate.

     

    “Adjustment
      Date”: With respect to each Adjustable-Rate 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
      Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
      Schedule.

     

    “Administration
      Fee”: The amount payable to the Trust Administrator on each Distribution Date
      pursuant to Section 8.05 as compensation for all services rendered by the Trust
      Administrator in the execution and administration of the trust created hereby
      and in the exercise and performance of any of the powers and duties of the
      Trust
      Administrator hereunder, which amount, with respect to the Mortgage Loans and
      REO Properties and for any calendar month, shall be equal to one-twelfth of
      the
      Administration Fee Rate (without regard to the words “per annum” in the
      definition thereof) multiplied by the Stated Principal Balance of the Mortgage
      Loans as of the first day of the related Due Period. The fee payable to the
      Trustee for all services rendered by it in the exercise and performance of
      any
      of its respective powers and duties hereunder will be paid by the Trust
      Administrator on an annual basis from its own funds in accordance with a
      separate agreement between the Trust Administrator and the Trustee.

     

    “Administration
      Fee Rate”: 0.0125% per annum. 

     

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

     

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

     

    “Advance
      Facility Notice”: As defined in Section 3.29 hereof.

     

    “Advance
      Financing Person”: As defined in Section 3.29 hereof.

     

    “Advance
      Reimbursement Amounts”: 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 any Class of
      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
      undistributed 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.

     

    “Assessment
      of Compliance”: As defined in Section 3.21. 

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, 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.

     

    “Assignment
      Agreement”: Any of (i) the Assignment and Recognition Agreement, dated the
      Closing Date, among the Seller, Ameriquest Mortgage Company and the Depositor,
      pursuant to which certain of the Seller’s rights under the related Master
      Agreement were assigned to the Depositor, substantially in the form attached
      hereto as Exhibit C-2, (ii) the Assignment and Recognition Agreement, dated
      the
      Closing Date, among the Seller, Mortgage Network Inc. and the Depositor,
      pursuant to which certain of the Seller’s rights under the related Master
      Agreement were assigned to the Depositor, substantially in the form attached
      hereto as Exhibit C-2 or (iii) the Omnibus Assignment Agreement, dated the
      Closing Date, between the Seller and the Depositor, pursuant to which certain
      of
      the Seller’s rights under certain Master Agreements were assigned to the
      Depositor, substantially in the form attached hereto as Exhibit
      C-3.

     

    “Assumed
      Final Maturity Date”: As to each Class of Certificates, the date set forth as
      such in the Prospectus Supplement.

     

    “Attestation
      Report”: As defined in Section 3.21.

     

    “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
      the
      Mortgage Loans on or prior to the related Determination Date, (b) Net
      Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent
      Recoveries, proceeds from repurchases of and substitutions for such Mortgage
      Loans 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 (in the case of Ocwen) or the related Custodial Account (in the case
      of
      each Servicer other than Ocwen) in respect of related Prepayment Interest
      Shortfalls for such Distribution Date, (e) the aggregate of any Advances made
      by
      each Servicer for such Distribution Date in respect of the Mortgage Loans,
      (f)
      the aggregate of any related advances made by the Trustee in respect of the
      Mortgage Loans for such Distribution Date pursuant to Section 7.02, (g) the
      amount of any Prepayment Charges collected by each Servicer in connection with
      the full or partial prepayment of any of the Mortgage Loans serviced by it
      and
      any Servicer Prepayment Charge Payment Amount and (h) all income and gain
      realized from the investment of funds deposited in the Distribution Account
      during the Float Period, over (ii) the sum of (a) amounts reimbursable or
      payable to Ocwen pursuant to Section 3.11(a), to the Master Servicer pursuant
      to
      Section 3A.09 or to each Servicer (other than Ocwen) pursuant to the related
      Servicing Agreement, amounts reimburseable or payable to the Credit Risk
      Manager, amounts reimburseable to the Trustee pursuant to Section 3.11(b) or
      the
      Swap Provider (including any Net Swap Payment and 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), (b) Extraordinary
      Trust Fund Expenses reimbursable to the Trustee, Ocwen, the Master Servicer
      or
      the Trust Administrator pursuant to 3A.12 or the Trustee pursuant to Section
      3.11(b), (c) amounts deposited in the Collection Account, a Custodial Account
      or
      the Distribution Account pursuant to clauses (a) through (g) above, as the
      case
      may be, in error, (d) the amount of any Prepayment Charges collected by each
      Servicer in connection with the full or partial prepayment of any of the
      Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (e) the amount
      of any income and gain realized from the investment of funds deposited in the
      Distribution Account during the Float Period, (f) any indemnification payments
      or expense reimbursements made by the Trust Fund pursuant to Section 6.03 or
      Section 8.05 and (g) without duplication, any amounts in respect of the items
      set forth in clauses (I)(a) and (I)(b) permitted hereunder to be retained by
      the
      Master Servicer or to be withdrawn by the Master Servicer from the Distribution
      Account pursuant to 3A.12.

     

    “Back-Up
      Certification”: The meaning set forth in Section 4.05(a)(iv).

     

    “Balloon
      Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
      Stated Principal Balance of such Mortgage Loan in a single payment at the
      maturity of such Mortgage Loan that is substantially greater than the preceding
      monthly payment.

     

    “Balloon
      Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
      Loan in a single payment at the maturity of such Mortgage Loan that is
      substantially greater than the preceding Monthly Payment.

     

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

     

    “Basis
      Risk Cap Agreement”: The basis risk cap agreement, dated the Closing Date,
      between the Basis Risk Cap Provider and the Trust Administrator on behalf of
      the
      Trust, including any schedule, confirmations, credit support annex or other
      credit support document relating thereto, and attached hereto as Exhibit
      U.

     

    “Basis
      Risk Cap Amount”: The Basis Risk Cap Amount for any Class of the Floating Rate
      Certificates is equal to (i) the aggregate amount received by the Trust from
      the
      Basis Risk Cap Agreement multiplied by (ii) a fraction equal to (a) the
      Certificate Principal Balance of such Class immediately prior to the applicable
      Distribution Date divided by (b) the aggregate Certificate Principal Balance
      of
      the Floating Rate Certificates immediately prior to the applicable Distribution
      Date.

     

    “Basis
      Risk Cap Collateral Account”: The account or accounts created and maintained
      pursuant to Section 4.14. 

     

    “Basis
      Risk Cap Credit Support Annex”: The credit support annex, dated the Closing
      Date, between the Trust Administrator on behalf of the Trust and the Basis
      Risk
      Cap Provider, which is annexed to and forms a part of the Basis Risk Cap
      Agreement.

     

    “Basis
      Risk Cap Provider”: The cap provider under the Basis Risk Cap Agreement.
      Initially, the Basis Risk Cap Provider shall be Bear Stearns Financial Products
      Inc.

     

    “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 Floating Rate
      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
      Texas, the State of California, the State of Minnesota or in the city in which
      the Corporate Trust Office of the Trustee or the Corporate Trust Office of
      the
      Trust Administrator is located are authorized or obligated by law or executive
      order to be closed.

     

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

     

    “Cap
      Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
      Date between the Trust Administrator and the Cap Trustee, a form of which is
      attached hereto as Exhibit G.

     

    “Cap
      Trustee”: The Trust Administrator, not in its individual capacity but solely in
      its capacity as Cap Trustee, and any successor thereto.

     

    “Certificate”:
      Any Regular Certificate or Residual Certificate.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or non-U.S. Person
      shall not be a Holder of 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, the Servicer or the Master
      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 Trust Administrator, the Trustee and the NIMS Insurer may
      conclusively rely upon a certificate of the Depositor, a Servicer or the Master
      Servicer in determining whether a Certificate is held by an Affiliate thereof.
      All references herein to “Holders” or “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 Trust Administrator, the Trustee and the
      NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate
      Register.

     

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

     

    
      	
              Class

            	
              REMIC
                2 Regular Interest

            	
              Certificate
                Margin

            
	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              I-A-1

            	
              LTIA1

            	
              0.150%

            	
              0.300%

            
	
              II-A-1

            	
              LTIIA1

            	
              0.090%

            	
              0.180%

            
	
              II-A-2

            	
              LTIIA2

            	
              0.130%

            	
              0.260%

            
	
              II-A-3

            	
              LTIIA3

            	
              0.170%

            	
              0.340%

            
	
              II-A-4

            	
              LTIIA4

            	
              0.250%

            	
              0.500%

            
	
              M-1

            	
              LTM1

            	
              0.320%

            	
              0.480%

            
	
              M-2

            	
              LTM2

            	
              0.350%

            	
              0.525%

            
	
              M-3

            	
              LTM3

            	
              0.400%

            	
              0.600%

            
	
              M-4

            	
              LTM4

            	
              0.680%

            	
              1.020%

            
	
              M-5

            	
              LTM5

            	
              0.780%

            	
              1.170%

            
	
              M-6

            	
              LTM6

            	
              1.000%

            	
              1.500%

            
	
              M-7

            	
              LTM7

            	
              1.700%

            	
              2.550%

            
	
              M-8A

            	
              LTM8A

            	
              2.000%

            	
              3.000%

            
	
              M-8B

            	
              LTM8B

            	
              0.400%

            	
              0.600%

            
	
              M-9

            	
              LTM9

            	
              2.000%

            	
              3.000%

            
	
              M-10

            	
              LTM10

            	
              2.000%

            	
              3.000%

            


    

    __________

    (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 plus any
      Subsequent Recoveries added to the Certificate Principal Balance of such
      Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
      distributed in respect of principal of such Class and, in the case of a
      Mezzanine Certificate, 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 Balance of the Floating Rate 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”:
      As defined in Section 4.05(b)(iii).

     

    “Certification
      Parties”: The meaning set forth in Section 4.05(a)(iv). 

     

    “Certifying
      Person”: The meaning set forth in Section 4.05(a)(iv).

     

    “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
      I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
      Trust Administrator, 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
      Trust Administrator, 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
      Trust Administrator, 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
      Trust Administrator, 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
      II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
      Trust Administrator, 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
      C
      Certificates”: Any one of the Class C Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-17, representing (i) a Regular Interest in REMIC 4, (ii) the
      obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments
      and (iii) the right to receive the Class IO Distribution Amount.

     

    “Class
      C
      Interest”: An uncertificated interest in the Trust Fund 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
      FL Certificate”: Any one of the Class FL
      Certificates executed, authenticated and delivered by the Trustee, substantially
      in the form annexed hereto as Exhibit A-22, representing the right to
      distributions as set forth herein.

     

    “Class
      IO
      Distribution Amount”: As defined in Section 4.10 hereof. For purposes of
      clarity, the Class IO Distribution Amount for any Distribution Date shall equal
      the amount payable to the Trust Administrator on such Distribution Date in
      excess of the amount payable on the Class IO Interest on such Distribution
      Date,
      all as further provided in Section 4.10 hereof.

     

    “Class
      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 Trust
      Administrator, 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-1 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date) and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
      of (A) the product of (i) 67.20% and (ii) the 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 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 Trust
      Administrator, 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-2 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      Principal Distribution Amount on such Distribution Date) and (iii) the
      Certificate Principal Balance of the Class M-2 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 73.10%
      and
      (ii) the 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 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-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trust
      Administrator, 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-3 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 Principal Distribution Amount on such Distribution
      Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 76.50% and (ii) the 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 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-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trust
      Administrator, 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-4 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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) 79.60% and (ii) the 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 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 Trust
      Administrator, 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-5 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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 (iv) 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) 82.50% and (ii) the 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 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 Trust
      Administrator, 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-6 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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) 85.20% and
      (ii)
      the 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 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 Trust
      Administrator, 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-7 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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) 87.80% and (ii) the 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 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 Class M-8A Certificates or Class M-8B
      Certificates.

     

    “Class
      M-8A Certificate”: Any one of the Class M-8A Certificates executed by the Trust
      Administrator, 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-8B Certificate”: Any one of the Class M-8B Certificates executed by the Trust
      Administrator, 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 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: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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 aggregate
      Certificate Principal Balance of the Class M-8A Certificates and Class M-8B
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 89.80% and (ii) the 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 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 Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-15, 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: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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
      aggregate Certificate Principal Balance of the Class M-8A Certificates and
      Class
      M-8B 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)
      91.70% and (ii) the 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 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-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-16, 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-10 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior Certificates (after taking
      into account the distribution of the Senior 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
      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-2 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-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 aggregate Certificate
      Principal Balance of the Class M-8A Certificates and Class M-8B Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date), (x) the Certificate Principal
      Balance of the Class M-9 Certificates (after taking into account the
      distribution of the Class M-9 Principal Distribution Amount on such Distribution
      Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 93.70% and (ii) the 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 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
      Certificates”: Any one of the Class P Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-18, representing 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 Trust Administrator, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-19 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 Trust Administrator,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-20 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.

     

    “Class
      X
      Certificate”: The Class X Certificates executed by the Trust Administrator, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-21, representing the right to distributions
      as
      set forth herein.

     

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

     

    “Closing
      Date”: February 28, 2007.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained by Ocwen pursuant to
      Section 3.10(a), which shall be titled “Ocwen
      Loan Servicing, LLC, as Servicer for Deutsche Bank National Trust Company as
      Trustee, in trust for the registered Holders of Soundview
      Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1,” which must be
      an Eligible Account.

     

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

     

    “Compensating
      Interest”: With respect to Ocwen and any voluntary Principal Prepayment in full,
      the amount
      in
      respect of Prepayment Interest Shortfalls required to be paid by Ocwen pursuant
      to Section 3.24 from its own funds without right of reimbursement.
      With
      respect to each Servicer other than Ocwen and any Principal Prepayment, the
      amount in respect of Prepayment Interest Shortfalls required to be paid by
      such
      Servicer pursuant to the related Servicing Agreement from its own funds without
      right of reimbursement. With respect to the Master Servicer, the amount in
      respect of Prepayment Interest Shortfalls required to be paid by the Master
      Servicer pursuant to Section 3A.10 from its own funds without right of
      reimbursement except as provided in Section 3A.10.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the Trust
      Administrator, as the case may be, 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, (i) with
      respect to the Trustee, 1761 East St. Andrew Place, Santa Ana, California
      92705-4934, or at such other address as the Trustee may designate from time
      to
      time by notice to the Certificateholders, the Depositor, the Servicer, the
      Master Servicer, the Originator, and the Trust Administrator, or (ii) with
      respect to the Trust Administrator, (A) for Certificate transfer and surrender
      purposes, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—Soundview
      2007-1 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
      Services—Soundview 2007-1, or in each case, at such other address as the Trust
      Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Servicer, the Master Servicer, the
      Originator and the Trustee.

     

    “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

            
	
              LTIIA4

            	
              Class
                II-A-4

            
	
              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

            
	
              LTM8A

            	
              Class
                M-8A

            
	
              LTM8B

            	
              Class
                M-8B

            
	
              LTM9

            	
              Class
                M-9

            
	
              LTM10

            	
              Class
                M-10

            
	
              LTP

            	
              Class
                P

            


    

    


    “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.

     

    “Credit
      Risk Management Agreement”: The respective agreements between the Credit Risk
      Manager and each Servicer and/or Master Servicer regarding the loss mitigation
      and advisory services to be provided by the Credit Risk Manager.

     

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

     

    “Credit
      Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
      Distribution Date as compensation for all services rendered by it in the
      exercise and performance of any of the powers and duties of the Credit Risk
      Manager under the Credit Risk Management Agreement and any other agreement
      pursuant to which the Credit Risk Manager is to perform any duties with respect
      to the Mortgage Loans, which amount shall equal one twelfth of the product
      of
      (i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
      and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
      related REO Properties as of the first day of the related Due
      Period.

     

    “Credit
      Risk Manager Fee Rate”: 0.0125% per annum.

     

    “Cumulative
      Loss Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred from the Cut-off Date to the last day of the preceding
      calendar month and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Custodial
      Account”: The account or accounts created and maintained by each Servicer (other
      than Ocwen) pursuant to the related Servicing Agreement, which must be an
      Eligible Account.

     

    “Custodial
      Agreement”: Any of (i) the Custodial Agreement, dated February 1, 2007, among
      Deutsche Bank National Trust Company as Trustee, U.S. Bank National Association
      as custodian and Ocwen Loan Servicing, LLC as servicer and (ii) the Custodial
      Agreement, dated February 1, 2007, among Deutsche Bank National Trust Company
      as
      Trustee, The Bank of New York Trust Company, N.A. as custodian and Wells Fargo
      Bank, N.A. as servicer. 

     

    “Custodian”:
      Any of Deutsche Bank National Trust Company, U.S. Bank National Association
      or
The
      Bank
      of New York Trust Company, N.A. as
      custodian of the Mortgage Files, or any successor thereto.

     

    “Cut-off
      Date”: February 1, 2007.

     

    “Cut-off
      Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
      Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
      as of
      the applicable date of substitution with respect to a Qualified Substitute
      Mortgage Loan), after giving effect to scheduled payments due on or before
      the
      Cut-off Date, 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 Stated 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
      Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
      the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
      60
      days or more (including Mortgage Loans that are in foreclosure, that have been
      converted to REO Properties or that are in bankruptcy and are Delinquent 60
      days
      or more) in each case, as of the last day of the previous calendar month by
      (y)
      the aggregate Stated Principal Balance of the Mortgage Loans (in each case,
      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).

     

    “Delinquent”:
      With respect to any Mortgage Loan and related Monthly Payment, 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”:
      Financial Asset Securities Corp., a Delaware corporation, or any successor
      in
      interest.

     

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

     

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

     

    “Determination
      Date”: With respect to any Distribution Date, 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 any REMIC other than through an Independent
      Contractor; provided, however, that the Trustee (or a Servicer or the Master
      Servicer on behalf of the Trustee) shall not be considered to Directly Operate
      an REO Property solely because the Trustee (or a Servicer or the Master 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 a cooperative 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 or (iv) an “electing
      large partnership” within the meaning of Section 775 of the Code. 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 term “United States”, “state” and “international organizations” shall have
      the meanings set forth in Section 7701 of the Code.

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trust
      Administrator pursuant to Section 3.10(b) which shall be titled “Distribution
      Account, Wells Fargo Bank, N.A. as Trust Administrator, in trust for the
      registered Certificateholders of Soundview Home Loan Trust 2007-1, Asset-Backed
      Certificates, Series 2007-1” 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 A-1+ by S&P,
      F-1 by Fitch and P-1 by Moody’s (or comparable ratings if S&P, Fitch and
      Moody’s 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 up to the insured amount, (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 Trust
      Administrator, 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.

     

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


     

    “Excess
      Overcollateralized Amount”: With respect to the Floating Rate Certificates and
      any Distribution Date, the excess, if any, of the sum 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 and (ii) any amounts received under the Interest Rate Swap
      Agreement and the Interest Rate Cap Agreement for such purpose over (iii) the
      Overcollateralization Target Amount for such Distribution Date.

     

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

     

    “Extra
      Principal Distribution Amount”: With respect to any Distribution Date, the
      lesser of (x) the Monthly Interest Distributable Amount distributable 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
      4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution
      Date.

     

    “Extraordinary
      Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
      Section 3A.03 or Section 6.03, to Ocwen, the Trustee or the Trust Administrator,
      or any director, officer, employee or agent of the Trustee or the Trust
      Administrator from the Trust Fund pursuant to Section 6.03, Section 8.05 or
      Section 10.01(c) and any amounts payable from the Distribution Account in
      respect of taxes pursuant to Section 10.01(g)(iii).

     

    “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 an Originator,
      the Seller or Ocwen pursuant to or as contemplated by Section 2.03, Section
      3.16(c) or Section 10.01), a determination made by the related Servicer that
      all
      Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
      such Servicer, in its reasonable good faith judgment, expects to be finally
      recoverable in respect thereof have been so recovered. Ocwen
      shall maintain records, prepared by a
      Servicing Officer, of each Final Recovery Determination made
      thereby.

     

    “Fitch”:
      Fitch Ratings, or its successor in interest.

     

    “Fixed-Rate
      Mortgage Loan”: A first lien Mortgage Loan which provides for a fixed Mortgage
      Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified
      as such on the Mortgage Loan Schedule.

     

    “Fixed
      Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
      the related amount set forth in the Interest Rate Swap Agreement.

     

    “Float
      Period”: With respect to any Distribution Date and amounts in the Distribution
      Account, the period commencing on the related Servicer Remittance Date and
      ending on the Business Day prior to the Distribution Date.

     

    “Floating
      Rate Certificates”: The Senior Certificates and the Mezzanine
      Certificates.

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) Swap LIBOR, (ii) 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 Payment Date (as defined in the Interest Rate Swap
      Agreement) to but excluding the current Floating Rate Payer Payment (or, for
      the
      first Floating Rate Payer Payment Date, the actual number of days elapsed from
      the Closing Date to but excluding the first Floating Rate Payer Payment Date),
      and the denominator of which is 360.

     

    “Form
      8-K
      Disclosure Information”: The meaning set forth in Section
      4.05(a)(iii).

     

    “Formula
      Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
      of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b)
      the
      Maximum Cap Rate.

     

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

     

    “Gross
      Margin”: With respect to each Adjustable-Rate 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 (ii)(a) the Overcollateralization Release Amount, if any, for such
      Distribution Date multiplied by (b) the Group I Allocation
      Percentage.

     

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

     

    “Group
      I
      Initial Deposit”: An amount equal to $12,024.27 deposited with the Trust
      Administrator by the Depositor on the Closing Date.

     

    “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.

     

    “Group
      I
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
      Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.
      The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
      Date is equal to $283,681,616.64.

     

    “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, (ii)(a) the Extra Principal Distribution Amount for such Distribution
      Date
      multiplied by (b) the Group I Allocation Percentage and (iii) with respect
      to
      the first Distribution Date, the Group I Initial Deposit.

     

    “Group
      I
      Principal Remittance Amount”: With respect to any Distribution Date, that
      portion of Available Funds equal to the sum of (i) each scheduled payment of
      principal collected or advanced on the Group I Mortgage Loans by the related
      Servicer that were due during the related Due Period, (ii) the principal portion
      of all full Principal Prepayments of the Group I Mortgage Loans applied by
      the
      related Servicer during the related Prepayment Period, (iii) the principal
      portion of all related partial Principal Prepayments, Net Liquidation Proceeds,
      Insurance Proceeds and Subsequent Recoveries received during the related
      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 or a Custodial Account during
      the related Prepayment Period, (v) the principal portion of any related
      Substitution Adjustments deposited in the Collection Account or a Custodial
      Account during the related 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”: The excess of (x) the Certificate
      Principal Balance of the Group I Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 60.70% 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 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 related 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 (ii)(a) the Overcollateralization Release Amount, if any, for such
      Distribution Date multiplied by (b) the Group II Allocation
      Percentage.

     

    “Group
      II
      Certificates”: Collectively, the Class II-A-1 Certificates, the Class II-A-2
      Certificates, the Class II-A-3 Certificates and the Class II-A-4
      Certificates.

     

    “Group
      II
      Initial Deposit”: An amount equal to $97,707.98 deposited with the Trust
      Administrator by the Depositor on the Closing Date.

     

    “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.

     

    “Group
      II
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
      Principal Balance at origination that may or may not conform to Fannie Mae
      and
      Freddie Mac loan limits. The aggregate principal balance of the Group II
      Mortgage Loans as of the Cut-off Date is equal to $346,253,840.80.

     

    “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, (ii)(a) the Extra Principal Distribution Amount for such Distribution
      Date
      multiplied by (b) the Group II Allocation Percentage and (iii) with respect
      to
      the first Distribution Date, the Group II Initial Deposit.

     

    “Group
      II
      Principal Remittance Amount”: With respect to any Distribution Date, that
      portion of Available Funds equal to the sum of (i) each scheduled payment of
      principal collected or advanced on the Group II Mortgage Loans by the related
      Servicer that were due during the related Due Period, (ii) the principal portion
      of all full Principal Prepayments of the Group II Mortgage Loans applied by
      the
      related Servicer during the related Prepayment Period, (iii) the principal
      portion of all related partial Principal Prepayments, Net Liquidation Proceeds,
      Insurance Proceeds and Subsequent Recoveries received during the related
      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 or a Custodial Account during
      the related Prepayment Period, (v) the principal portion of any related
      Substitution Adjustments deposited in the Collection Account or a Custodial
      Account during the related 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”: 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) 60.70% 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 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 related 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 of decreasing priority: Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6, Class M-7, Class M-8 (concurrently, to the holders of the Class
      M-8A Certificates and the Class M-8B Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such class), Class M-9 and
      Class M-10 Certificates.

     

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

     

    “Independent”:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, each Servicer or the Master Servicer and
      their respective Affiliates, (b) does not have any direct financial interest
      in
      or any material indirect financial interest in the Depositor or any Servicer
      or
      any Affiliate thereof, and (c) is not connected with the Depositor or any
      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 a 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 such Servicer or any Affiliate thereof, as the case may
      be.

     

    “Independent
      Contractor”: Either (i) any Person (other than a Servicer or the Master
      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 a Servicer and the Master Servicer) if the
      Trust Administrator has received an Opinion of Counsel for the benefit of the
      Trustee and the Trust Administrator 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.

     

    “Index”:
      With respect to each Adjustable-Rate 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
      related 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 such 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 Floating Rate Certificates and each
      Accrual Period, the second LIBOR Business Day preceding the commencement of
      such
      Accrual Period.

     

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

     

    “Interest
      Rate Cap Collateral Account”: The account or accounts created and maintained
      pursuant to Section 4.14. 

     

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

     

    “Interest
      Rate Cap Provider”: The cap provider under the Interest Rate Cap Agreement.
      Initially, the Interest Rate Cap Provider shall be Bear Stearns Financial
      Products Inc.

     

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

     

    “Late
      Collections”: With respect to any Mortgage Loan, all amounts received by the
      related Servicer subsequent to the Determination Date immediately following
      any
      related Due Period, whether as late payments of Monthly Payments or as Insurance
      Proceeds, Liquidation Proceeds 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.

     

    “LIBOR”:
      With respect to each Accrual Period, the rate determined by the Trust
      Administrator 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 Trust Administrator 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 will be established
      by
      the Trust Administrator 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.

     

    “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 related Servicer has determined, in accordance with its reasonable
      judgment, 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, Section 3.16(c) 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 related 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 3.16(c),
      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 Stated 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 identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group I.

     

    “Loan
      Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group II.

     

    “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 related 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 each REMIC 2 Regular Interest (other than REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
      Interest LTP), with the rate on each such REMIC 2 Regular Interest (other than
      REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
      for the Corresponding Certificate 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 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 (other than REMIC 2
      Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
      which
      is the actual number of days in the related Accrual Period and the denominator
      of which is 30.

     

    “Master
      Agreement”: Each of the Master Mortgage Loan Purchase and Interim Servicing
      Agreements betweeen the related Originator and the Seller.

     

    “Master
      Servicer”: As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, its
      respective successors in interest who meet the qualifications of the Master
      Servicer under this Agreement or any successor appointed hereunder. The Master
      Servicer and the Trust Administrator shall at all times be the same
      Person.

     

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

     

    “Master
      Servicing Compensation”: The meaning specified in Section 3A.09.

     

    “Master
      Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
      expenses incurred by the Trustee in connection with the transfer of master
      servicing from a predecessor master 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 (or other successor master servicer)
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Trustee (or other successor master servicer) to master service the
      Mortgage Loans properly and effectively. 

     

    “Maximum
      Cap Rate”: For any Distribution Date with respect to the Floating Rate
      Certificates, a per annum rate equal to the product of (i) the sum of (x) the
      weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
      Loans (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 Fee Rate and (y) an amount, expressed as a percentage,
      equal to a fraction, the numerator of which is equal to any Net Swap Payment
      made by the Swap Provider and the denominator of which is equal to 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 (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.

     

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

     

    “Maximum
      Uncertificated Accrued Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (a) 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 (b) the sum of the Uncertificated
      Accrued 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 LTIIA4, 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 LTM8A, REMIC 2 Regular Interest LTM8B, REMIC
      2
      Regular Interest LTM9 and REMIC 2 Regular Interest LTM10 with the rate on each
      such REMIC 2 Regular Interest subject to a cap equal to the Pass-Through Rate
      for the related Corresponding Certificate 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 (other than REMIC 2 Regular Interest LTZZ) shall be multiplied
      by a fraction, the numerator of which is the actual number of days elapsed
      in
      the related Accrual Period and the denominator of which is 30.

     

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

     

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

     

    “Mezzanine
      Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
      Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
      Certificate, Class M-7 Certificate, Class M-8A Certificate, Class M-8B
      Certificate, Class M-9 Certificate or Class M-10 Certificate.

     

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

     

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

     

    “MOM
      Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
      mortgagee of such Mortgage Loan, solely as nominee for the originator of such
      Mortgage Loan and its successors and assigns, at the origination
      thereof.

     

    “Monthly
      Interest Distributable Amount”: With respect to the Floating Rate Certificates
      and 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, in
      each
      case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
      Shortfalls (allocated to such Certificate 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, (ii) any modifications to a Mortgage Loan
      pursuant to Section 3.07 and (iii) 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 Ocwen pursuant to clause
      (ii) of Section 3.07 or by a Servicer (other than Ocwen) pursuant to the related
      Servicing Agreement; and (c) on the assumption that all other amounts, if any,
      due under such Mortgage Loan are paid when due.

     

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

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first or second
      lien
      on, or first or second 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 or Section 2.03(d) 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 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 Seller 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 income verification, no income verification, alternative
                income
                verification);

            


    

     

    
      	(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)  	
              with
                respect to any Adjustable-Rate Mortgage Loan, the rounding code,
                the
                Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
                the
                next Adjustment Date and the Periodic Rate
                Cap;

            


    

     

    
      	(26)  	
              the
                program code;

            


    

     

    
      	(27)  	
              the
                lien priority; 

            


    

     

    
      	(28)  	
              the
                Originator and the Servicer; 

            


    

     

    
      	(29)  	
              the
                Loan Group; and

            


    

     

    
      	(30)  	
              the
                MIN, if applicable.

            


    

     

    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 Principal Balance of
      the
      Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans
      and
      (4) the weighted average remaining term to maturity of the Mortgage Loans.
      The
      Mortgage Loan Schedule shall be amended from time to time by the Depositor
      in
      accordance with the provisions of this Agreement. With respect to any Qualified
      Substitute Mortgage Loan, Cut-off Date shall refer to the Cut-off Date for
      such
      Mortgage Loan, determined in accordance with the definition of Cut-off Date
      herein. On the Closing Date, the Depositor will deliver to each Servicer, as
      of
      the Cut-off Date, an electronic copy of the Mortgage Loan Schedule.

     

    “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 Fixed-Rate Mortgage Loan, the rate set forth in the
      related Mortgage Note. With respect to each Adjustable-Rate 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 a fee simple estate in a parcel of 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 or ancillary
      income 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
      Floating Rate Certificates, (B) the Unpaid Interest Shortfall Amounts for the
      Senior 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
      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
      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
      WAC
      Rate”: With respect to the Floating Rate Certificates, for the first
      Distribution Date, such rate shall be 6.94788%, and for any Distribution Date
      following the first Distribution Date, such rate shall be a per annum rate
      equal
      to the product of (x) the weighted average of the Adjusted Net Mortgage Rates
      of
      the Mortgage Loans (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 Fee Rate and (y) 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,
      the
      equivalent of the foregoing shall be expressed as a per annum rate equal to
      the
      weighted average of the Uncertificated REMIC 2 Pass-Through Rates on each REMIC
      2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted on
      the
      basis of the Uncertificated Principal Balance of each such REMIC 2 Regular
      Interest.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to the Floating Rate Certificates and any
      Distribution Date, the sum of (A) the positive excess of (i) the amount of
      interest accrued on such Class of Certificates on such Distribution Date
      calculated at the related Formula Rate over (ii) the amount of interest accrued
      on such Class of Certificates at the Net WAC Rate for such Distribution Date
      and
      (B) the 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 for the most recently ended Accrual Period.

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The account established and maintained pursuant
      to Section 4.13.

     

    “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 related Servicer or the Master Servicer, as applicable,
      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.

     

    “Nonrecoverable
      Servicing Advance”: Any 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 related Servicer, will not or, in the case of a proposed
      Servicing Advance, would not be ultimately recoverable from related Late
      Collections, Insurance Proceeds or Liquidation 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 Uncertificated Principal Balance of the REMIC 2 Regular
      Interests (other than the REMIC 2 Regular Interest LTP).

     

    “Ocwen”:
      Ocwen Loan Servicing, LLC.

     

    “Ocwen
      Mortgage Loans”: The Mortgage Loans serviced by Ocwen pursuant to the terms of
      this Agreement.

     

    “Offered
      Certificates”: The Senior Certificates and the Mezzanine 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),
      or by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of any Servicer, the Master Servicer, the Originator,
      the
      Seller or the Depositor, as applicable.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be a
      salaried counsel for the Depositor, the Seller, any Servicer or the Master
      Servicer, acceptable to the Trustee, if such opinion is delivered to the
      Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
      to the Trust Administrator, 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 Terminator may opt
      to terminate the Trust Fund pursuant to Section 10.01.

     

    “Original
      Class Certificate Principal Balance”:
      With
      respect to the Floating Rate Certificates, the Class C Certificates, the Class
      C
      Interest, the Class IO Interest, REMIC 6 Regular Interest SWAP IO, the Class
      P
      Certificates and the Class P Interest, the corresponding amounts set forth
      opposite such Class above in the Preliminary Statement.

     

    “Originator”:
      Any of Mortgage Lenders Network USA, Ameriquest Mortgage Company, Mortgaeg
      Network Inc., Nationstar Mortgage LLC, First NLC Financial Services LLC, Fremont
      Investment & Loan, New Century Mortgage Corporation, Countrywide Home Loans,
      LP, NovaStar Mortgage Inc., Long Beach Mortgage Company, Meritage Mortgage
      Corporation and Aames Financial Corp., or their successors in
      interest.

     

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

     

    “Overcollateralization
      Floor”: With respect to the Group I Certificates, $1,433,019,
      with respect to the Group II Certificates, $1,717,207 and with respect to the
      Mezzanine Certificates, $3,150,226.

     

    “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, (i) prior to the Stepdown Date, an amount
      equal to 3.15% of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans,
      (ii) on
      or after the Stepdown Date provided a Trigger Event is not in effect, the
      greater of (A) 6.30% 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) and (B) 0.50%
      of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans and (iii) on
      or
      after the Stepdown Date if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Floating Rate
      Certificates to zero, the Overcollateralization Target Amount shall be
      zero.

     

    “Overcollateralized
      Amount”: For any Distribution Date, the 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 Floating Rate
      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 the Floating
      Rate Certificates and any Distribution Date, the lesser of (a) the related
      Formula Rate and (b) 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 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, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8A,
      LTM8B, LTM9, LTM10
      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.

     

    The
      Class
      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.

     

    The
      REMIC
      6 Regular Interest 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 the Class 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 represented by such Certificate and the
      denominator of which is the Original Class Certificate Principal Balance 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 Adjustable-Rate 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 Master Servicer, the
      Trustee, the Trust Administrator or any of their respective Affiliates or for
      which an Affiliate of the Trustee or the Trust Administrator 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 one of the two highest
      available ratings of Moody’s and the highest available rating category of Fitch
      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 F-1+ or higher by Fitch, P-1 by
      Moody’s and rated A-1+ or higher by S&P, 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 Trust Administrator in exchange for such
      collateral and (C) be delivered to the Trust Administrator or, if the Trust
      Administrator is supplying the collateral, an agent for the Trust Administrator,
      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 S&P (and if rated by any other Rating Agency, also by
      such other 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 S&P
      (and if rated by any other Rating Agency, also by such other 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 money market funds managed or advised by
      the
      Trust Administrator or its Affiliates, that have been rated “AAA” by Fitch (if
      rated by Fitch), “Aaa” by Moody’s and “AAAm” or “AAAm-G” by S&P;
      and

     

    (vii)  if
      previously confirmed in writing to the Trustee and the Trust Administrator,
      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 Senior 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 or premiums, if any, due
      in connection with a full or partial Principal 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 set forth the following information with respect to each
      Prepayment Charge:

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

    (vi)  the
      Stated 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 Depositor
      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
      serviced by Ocwen 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 15th
      day 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 in full 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 during the portion of the
      related Prepayment Period occurring from the first day of the related Prepayment
      Period through the last day of the calendar month preceding the month in which
      such Distribution Date occurs, an amount equal to one-month’s interest at the
      applicable Net Mortgage Rate less any payments made by the Mortgagor on the
      amount of such Principal Prepayment for the number of days commencing on the
      date such Principal Prepayment is received and ending on the last day of the
      calendar month preceding the month in which such Distribution Date
      occurs.

     

    “Prepayment
      Period”: With respect to any Distribution Date and each Mortgage Loan serviced
      by Ocwen, for prepayments in full, the period commencing on the 16th
      day of
      the calendar month preceding the calendar month in which such Distribution
      Date
      occurs (or, in the case of the first Distribution Date, from February 1, 2007)
      and ending on the 15th
      day of
      the calendar month in which the related Distribution Date occurs. The
      Prepayment Period with respect to prepayments in part is the preceding calendar
      month.

     

    “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 Cut-off Date 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 the Group
      I Principal Remittance Amount and the Group II Principal Remittance
      Amount.

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated February 23, 2007 relating
      to the public offering of the Offered Certificates.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Seller or Ocwen pursuant to or as contemplated by Section 2.03, Section 3.16(c)
      or Section 10.01, and as confirmed by an Officers’ Certificate from the party
      purchasing the Mortgage Loan to the Trustee, an amount equal to the sum of
      (i)
      100% of the Stated Principal Balance thereof as of the date of purchase (or
      such
      other price as provided in Section 10.01), (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 related
      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 related 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 or the related Custodial
      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 a Servicer,
      the
      Master Servicer, the Trust Administrator 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 Fund in connection with any violation with respect
      to such loan of any predatory or abusive lending law. With respect to an
      Originator and any Mortgage Loan or REO Property to be purchased pursuant to
      or
      as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
      of
      an Officers’ Certificate of the Originator to the Trustee, an amount equal to
      the amount set forth pursuant to the terms of the related Master
      Agreement.

     

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

     

    “Qualified
      Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
      substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
      which must, on the date of such substitution, (i) have an outstanding Stated
      Principal Balance (or in the case of a substitution of more than one mortgage
      loan for a Deleted Mortgage Loan, an aggregate Stated 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 Stated 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) if the
      Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
      a
      Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
      Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
      Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
      Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
      Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
      Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
      (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
      Loan, 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) be a first lien
      mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and
      (xiii) conform to each representation and warranty set forth in Section 3.01
      of
      the Mortgage Loan Purchase Agreement or assigned to the Depositor pursuant
      to
      the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event
      that one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate Stated Principal Balance, the Mortgage Rates described in
      clause (ii) 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. With respect to an Originator,
      a
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      the related Master Agreement which must, on the date of such substitution
      conform to the terms set forth in the related Master Agreement.

     

    “Rating
      Agency or Rating Agencies”: Moody’s, S&P and Fitch, 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 the Master 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.
      If
      the related Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
      be
      reduced to the extent such recoveries are applied to principal distributions
      on
      any Distribution Date.

     

    “Reconstitution
      Agreement”: Any of the reconstitution agreements among the Seller, the Depositor
      and the related Servicer (other than Ocwen) and acknowledged by the Master
      Servicer and the Trustee, reconstituting the related Servicing
      Agreement.

     

    “Record
      Date”: With respect to (i) the Floating Rate 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
      any of the Floating Rate Certificates are available pursuant to Section 5.02,
      the Record Date for such Certificates that are Definitive Certificates shall
      be
      the last Business Day of the calendar month preceding the month in which the
      related Distribution Date occurs and (ii) 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.

     

    “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 Originator, the Master Servicer, the Servicer or any Affiliate thereof
      and
      (iii) which have been designated as such by the Trust Administrator, after
      consultation with the Depositor; provided, however, that if fewer than two
      of
      such banks provide a LIBOR rate, then any leading banks selected by the Trust
      Administrator after consultation with the Depositor which are engaged in
      transactions in United States dollar deposits in the international Eurocurrency
      market.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any of the Floating Rate 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, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time. 

     

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

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, or any state law providing for
      similar relief.

     

    “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, 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 and the Assignment Agreements (including any security interest created
      thereby) and (v) the Collection Account, the Custodial Accounts, 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,
      the
      Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account,
      the
      Cap Allocation Agreement, any Servicer Prepayment Charge Payment Amounts, the
      Swap Account, the Supplemental Interest Trust or the Interest Rate Swap
      Agreement.

     

    “REMIC
      1
      Regular Interests”: Any 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 aggregate Stated Principal Balance
      of
      the Mortgage Loans and related REO Properties then outstanding 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
      Overcollateralization 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
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTAII3, REMIC 2 Regular Interest LTAII4, 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 LTM8A, REMIC 2 Regular
      Interest LTM8B, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest
      LTM10, 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 the product of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTAII3, REMIC
      2 Regular Interest LTAII4, 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 LTM8A, REMIC 2 Regular Interest LTM8B,
      REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest LTM10 and the
      denominator of which is the aggregate Uncertificated Principal Balance of REMIC
      2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTAII3, REMIC 2 Regular Interest
      LTAII4, 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 LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest
      LTM9, REMIC 2 Regular Interest LTM10 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, 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 LTAII3, REMIC 2 Regular Interest
      LTAII4, 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 LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest
      LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTZZ, REMIC
      2
      Regular Interest LTP and REMIC 2 Regular Interest LTIO.

     

    “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 (other than the Class C Certificates or the Class
      P
      Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
      and the Class R Certificates (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
      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 Article II hereunder, 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 Article II hereunder, 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 IO Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
      Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-6
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “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, the REMIC 2 Regular
      Interests, the Class C Interest, the Class P Interest and the Class IO
      Interest.

     

    “Remittance
      Report”: A report prepared by the Servicer and delivered to the Master Servicer
      pursuant to Section 4.04 (in the case of Ocwen) or pursuant to the related
      Servicing Agreement (in the case of each Servicer other than
      Ocwen).

     

    “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 (in the case of Ocwen) or pursuant to
      the
      related Servicing Agreement (in the case of each Servicer other than
      Ocwen).

     

    “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 (in the case of Ocwen) or the related Servicing Agreement (in
      the
      case of each Servicer other than Ocwen) 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 related Servicer on behalf of
      the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described
      in Section 3.23 or the related Servicing Agreement.

     

    “Reportable
      Event”: The meaning set forth in Section 4.05(b)(ii).

     

    “Reporting
      Servicer”: The meaning set forth in Section 4.05(a)(iv)(A).

     

    “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 Trust Administrator 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 Trust Administrator 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 Trust Administrator
      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 Trust
      Administrator 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
      co-operative or mobile home.

     

    “Residual
      Certificate”: The Class R Certificates and the 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 or the Trust Administrator, any
      director, any vice president, any assistant vice president, the Secretary,
      any
      assistant secretary, the Treasurer, any assistant treasurer or any other officer
      of the Trustee or the Trust Administrator, as applicable, 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.

     

    “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 interpretations thereof by
      the
      Commission’s staff).

     

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

     

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

     

    “Seller”:
      Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
      capacity as Seller under the Assignment Agreement.

     

    “Senior
      Certificate”: Any one of the Class I-A-1 Certificates, the Class II-A-1
      Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates
      or
      the Class II-A-4 Certificates.

     

    “Senior
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of the Group I Senior
      Principal Distribution Amount and
      the
      Group II Senior Principal Distribution Amount.

     

    “Servicer”:
      Any of Ocwen Loan Servicing, LLC, Central Mortgage Company, GMAC Mortgage
      Corporation, Wells Fargo Bank, N.A. or Countrywide Home Loans Servicing LP,
      or
      any successor Servicer appointed as herein provided or as provided in the
      related Servicing Agreement, in its capacity as a Servicer hereunder.


     

    “Servicer
      Certification”: As defined in Section 4.05(b)(iii).

     

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

     

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

     

    “Servicer
      Remittance Date”: With
      respect to any Distribution Date and Ocwen, the Business Day immediately
      preceding such Distribution Date.
      With
      respect to any Distribution Date and any other Servicer, the date set forth
      in
      the related Servicing Agreement. 

     

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

     

    “Servicing
      Advances”: With respect to Ocwen, all customary, reasonable and necessary “out
      of pocket” costs and expenses (including reasonable attorneys’ fees and
      expenses) incurred by Ocwen 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) obtaining any legal
      documentation required to be included in the Mortgage File and/or correcting
      any
      outstanding title issues (i.e. any lien or encumbrance on the Mortgaged Property
      that prevents the effective enforcement of the intended lien position)
      reasonably necessary for Ocwen to perform its obligations under this Agreement,
      (iv) the management and liquidation of the REO Property, (v) compliance with
      the
      obligations under Sections 3.01, 3.09, 3.13, 3.14, 3.16, and 3.23 and (vi)
      refunding to any Mortgagor such prepaid origination fees and/or finance charges
      that are subject to reimbursement upon a Principal Prepayment of the related
      Mortgage Loan to the extent such reimbursement is required by applicable law.
      Servicing Advances also include any reasonable “out-of-pocket” costs and
      expenses (including legal fees) incurred by Ocwen in connection with executing
      and recording instruments of satisfaction, deeds of reconveyance or Assignments
      of Mortgage in connection with any foreclosure in respect of any Mortgage Loan
      to the extent not recovered from the related Mortgagor or otherwise payable
      under this Agreement. Ocwen shall not be required to make any Servicing Advance
      that would be a Nonrecoverable Advance.

     

    With
      respect to each Servicer other than Ocwen, “Servicing Advances” shall have the
      meaning set forth in the related Servicing Agreement.

     

    “Servicing
      Agreement”: Each of the Servicing Agreements, between the Seller, as purchaser,
      and the related Servicer (other than Ocwen), as servicer, as reconstituted
      by
      the related Reconstitution Agreement, as the same may be amended from time
      to
      time.

     

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

     

    “Servicing
      Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
      the Servicer, which shall, for a period of one full month, be equal to
      one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
      the
      words “:per annum”) and (b) the outstanding principal balance of such Mortgage
      Loan. Such fee shall be payable monthly, computed on the basis of the same
      principal amount and period respecting which any related interest payment on
      a
      Mortgage Loan is received. The obligation for payment of the Servicing Fee
      is
      limited to, and the Servicing Fee is payable solely from, the interest portion
      (including recoveries with respect to interest from Liquidation Proceeds) of
      such Monthly Payment collected by the Servicer, or as otherwise provided under
      Section 3.11.

     

    “Servicing
      Fee Rate”: With respect to Ocwen, 0.500% per annum. With respect to each
      Servicer other than Ocwen, the rate set forth in the related Servicing
      Agreement.

     

    “Servicing
      Officer”: Any officer of a 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 such Servicer
      to
      the Master Servicer, the Trust Administrator, the Trustee and the Depositor
      on
      the Closing Date, as such list may from time to time be amended. With respect
      to
      the Master Servicer, any officer of the Master Servicer involved in or
      responsible for, the administration and master servicing of the Mortgage Loans
      whose name appears on a list of master Servicing Officers furnished by the
      Master Servicer to the Trustee, the Trust Administrator and the Depositor upon
      request, as such list may from time to time be amended. 

     

    “Servicing
      Standard”: Shall mean the standards set forth in Section 3.01.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
      incurred by the Trustee or the Master Servicer 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 or the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Trustee or the Master Servicer (or any successor servicer appointed pursuant
      to
      Section 7.02) to service the Mortgage Loans properly and effectively and any
      fees associated with MERS. 

     

    “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
      related 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 (i) the Distribution Date following the
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Senior Certificates has been reduced to zero and (ii) the later to occur of
      (x)
      the Distribution Date occurring in March 2010 and (y) the first Distribution
      Date on which the Credit Enhancement Percentage (calculated for this purpose
      only after taking into account payments of principal on the Mortgage Loans
      but
      prior to 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 39.30%.

     

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

     

    “Sub-Servicer”:
      Any Person with which a Servicer has entered into a Sub- Servicing Agreement
      and
      which meets the qualifications of a Sub-Servicer pursuant to Section 3.02
(in
      the
      case of Ocwen) or pursunt to the related Servicing Agreement (in the case of
      each Servicer other than Ocwen).

     

    “Sub-Servicing
      Account”: An account established by a Sub-Servicer which meets the requirements
      set forth in Section 3.08 (in the case of Ocwen) or the requirements of the
      related Servicing Agreement (in the case of each Servicer other than Ocwen)
      and
      is otherwise acceptable to the related Servicer.

     

    “Sub-Servicing
      Agreement”: The written contract between a Servicer and a Sub-Servicer relating
      to servicing and administration of certain Mortgage Loans as provided in Section
      3.02 (in the case of Ocwen) or pursunt to the related Servicing Agreement (in
      the case of each Servicer other than Ocwen).

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received by the related
      Servicer (net of any related expenses permitted to be reimbursed) pursuant
      to
      Section 3.11 (in the case of Ocwen) or pursunt to the related Servicing
      Agreement (in the case of each Servicer other than Ocwen) 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.

     

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

     

    “Supplemental
      Interest Trust”: As defined in Section 4.10(a).

     

    “Supplemental
      Interest Trust Trustee”: Wells Fargo Bank, N.A., a national banking association,
      not in its individual capacity but solely in its capacity as supplemental
      interest Trust Trustee, and any successor thereto.

     

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

     

    “Swap
      Collateral Account”: The account or accounts created and maintained pursuant to
      Section 4.14. 

     

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

     

    “Swap
      Expense Fee Rate”: For any Distribution Date, is an amount expressed as a per
      annum rate, equal to the sum of (a) the product of (i) the Net Swap Payment
      made
      to the Swap Provider divided by the aggregate 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 and (ii) 12 and (b) the product of (i) any Swap Termination Payment
      (other than a Swap Termination Payment resulting from a Swap Provider Trigger
      Event) made to the Swap Provider divided by the aggregate 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 and (ii) 12.

     

    “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 REMIC 6 Regular
      Interest SWAP IO and the scheduled notional amount.

     

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

     

    “Swap
      Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
      the swap provider shall be Bear Stearns Financial Products 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
      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 Trust Administrator 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(a) hereof.

     

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

     

    (i) the
      Delinquency Percentage exceeds the applicable percentages 40.71%
      of
      the Credit Enhancement Percentage
      for the
      prior Distribution Date:

     

    or

     

    (ii) the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) divided by the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”), exceeds
      the applicable percentages set forth below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              March
                2009 through February 2009

            	
              1.25%
                for the first month, plus an additional 1/12th
                of
                1.50% for each month thereafter.

            
	
              March
                2010 through February 2010

            	
              2.75%
                for the first month, plus an additional 1/12th
                of
                1.60% for each month thereafter.

            
	
              March
                2011 through February 2011

            	
              4.35%
                for the first month, plus an additional 1/12th
                of
                1.30% for each month thereafter.

            
	
              March
                2012 through February 2012

            	
              5.65%
                for the first month, plus an additional 1/12th
                of
                0.80% for each month thereafter.

            
	
              March
                2013 through February 2013

            	
              6.45%
                for the first month, plus an additional 1/12th
                of
                0.10% for each month thereafter.

            
	
              March
                2014 and thereafter

            	
              6.55%

            


    

    


    “Trust”:
      Soundview Home Loan Trust 2007-1, the trust created hereunder.

     

    “Trust
      Administrator”: Wells Fargo Bank, N.A. or any successor in interest, or any
      successor trust administrator appointed as herein provided.

     

    “Trust
      Fund”: All of the assets of the Trust, which is the trust created hereunder
      consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, any Servicer
      Prepayment Charge Payment Amounts, the Net WAC Rate Carryover Reserve Account,
      the Swap Account, the Supplemental Interest Trust, the Interest Rate Swap
      Agreement, the Basis Risk Cap Agreement, distributions made to the Trust
      Administrator by the Cap Trustee pursuant to the Interest Rate Cap Agreement,
      the Cap Allocation Agreement and the Cap Account.

     

    “Trustee”:
      Deutsche Bank National Trust Company, a national banking association, or any
      successor trustee appointed as herein provided.

     

    “Trustee
      Compensation”: Such compensation, if any, as set forth in the separate fee
      schedule between the Trustee and the Depositor, which compensation shall be
      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.

     

    “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 REMIC 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, 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 10th

            	
              I-1-A
                through I-51-A

            
	
              11

            	
              I-2-A
                through I-51-A

            
	
              12

            	
              I-3-A
                through I-51-A

            
	
              13

            	
              I-4-A
                through I-51-A

            
	
              14

            	
              I-5-A
                through I-51-A

            
	
              15

            	
              I-6-A
                through I-51-A

            
	
              16

            	
              I-7-A
                through I-51-A

            
	
              17

            	
              I-8-A
                through I-51-A

            
	
              18

            	
              I-9-A
                through I-51-A

            
	
              19

            	
              I-10-A
                through I-51-A

            
	
              20

            	
              I-11-A
                through I-51-A

            
	
              21

            	
              I-12-A
                through I-51-A

            
	
              22

            	
              I-13-A
                through I-51-A

            
	
              23

            	
              I-14-A
                through I-51-A

            
	
              24

            	
              I-15-A
                through I-51-A

            
	
              25

            	
              I-16-A
                through I-51-A

            
	
              26

            	
              I-17-A
                through I-51-A

            
	
              27

            	
              I-18-A
                through I-51-A

            
	
              28

            	
              I-19-A
                through I-51-A

            
	
              29

            	
              I-20-A
                through I-51-A

            
	
              30

            	
              I-21-A
                through I-51-A

            
	
              31

            	
              I-22-A
                through I-51-A

            
	
              32

            	
              I-23-A
                through I-51-A

            
	
              33

            	
              I-24-A
                through I-51-A

            
	
              34

            	
              I-25-A
                through I-51-A

            
	
              35

            	
              I-26-A
                through I-51-A

            
	
              36

            	
              I-27-A
                through I-51-A

            
	
              37

            	
              I-28-A
                through I-51-A

            
	
              38

            	
              I-29-A
                through I-51-A

            
	
              39

            	
              I-30-A
                through I-51-A

            
	
              40

            	
              I-31-A
                through I-51-A

            
	
              41

            	
              I-32-A
                through I-51-A

            
	
              42

            	
              I-33-A
                through I-51-A

            
	
              43

            	
              I-34-A
                through I-51-A

            
	
              44

            	
              I-35-A
                through I-51-A

            
	
              45

            	
              I-36-A
                through I-51-A

            
	
              46

            	
              I-37-A
                through I-51-A

            
	
              47

            	
              I-38-A
                through I-51-A

            
	
              48

            	
              I-39-A
                through I-51-A

            
	
              49

            	
              I-40-A
                through I-51-A

            
	
              50

            	
              I-41-A
                through I-51-A

            
	
              51

            	
              I-42-A
                through I-51-A

            
	
              52

            	
              I-43-A
                through I-51-A

            
	
              53

            	
              I-44-A
                through I-51-A

            
	
              54

            	
              I-45-A
                through I-51-A

            
	
              55

            	
              I-46-A
                through I-51-A

            
	
              56

            	
              I-47-A
                through I-51-A

            
	
              57

            	
              I-48-A
                through I-51-A

            
	
              58

            	
              I-49-A
                through I-51-A

            
	
              59

            	
              I-50-A
                and I-51-A

            
	
              60

            	
              I-51-A

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

    “Uncertificated
      Principal Balance”: With respect to each REMIC Regular Interest, 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 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 Balance
      of
      REMIC 2 Regular Interest LTZZ shall be increased by interest deferrals as
      provided in Section 4.08. 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 Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Senior Certificates, the
      Mezzanine Certificates and the Class P Certificates then outstanding. The
      Uncertificated Principal Balance of each REMIC Regular Interest that has an
      Uncertificated Principal Balance shall never be less than zero.

     

    “Uncertificated
      REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or the
      Uncertificated REMIC 2 Pass-Through Rate, as applicable.

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
      1 Regular Interest P, 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 Adjusted Net Mortgage Rates of the Mortgage Loans
      multiplied by 2, subject to a maximum rate of 10.700%. 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 Adjusted Net Mortgage Rates of the Mortgage Loans over (ii)
      10.700% 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
      LTIIA4, 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
      LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest LTM9, REMIC
      2
      Regular Interest LTM10, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
      Interest LTP, 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 P, 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

            
	
              1st
                through 9h 

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-1-A
                through I-51-A

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

            
	
              11

            	
              I-2-A
                through I-51-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

            
	
              12

            	
              I-3-A
                through I-51-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

            
	
              13

            	
              I-4-A
                through I-51-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

            
	
              14

            	
              I-5-A
                through I-51-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

            
	
              15

            	
              I-6-A
                through I-51-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

            
	
              16

            	
              I-7-A
                through I-51-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

            
	
              17

            	
              I-8-A
                through I-51-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

            
	
              18

            	
              I-9-A
                through I-51-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

            
	
              19

            	
              I-10-A
                through I-51-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

            
	
              20

            	
              I-11-A
                through I-51-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

            
	
              21

            	
              I-12-A
                through I-51-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

            
	
              22

            	
              I-13-A
                through I-51-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

            
	
              23

            	
              I-14-A
                through I-51-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

            
	
              24

            	
              I-15-A
                through I-51-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

            
	
              25

            	
              I-16-A
                through I-51-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

            
	
              26

            	
              I-17-A
                through I-51-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

            
	
              27

            	
              I-18-A
                through I-51-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

            
	
              28

            	
              I-19-A
                through I-51-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

            
	
              29

            	
              I-20-A
                through I-51-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

            
	
              30

            	
              I-21-A
                through I-51-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

            
	
              31

            	
              I-22-A
                through I-51-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

            
	
              32

            	
              I-23-A
                through I-51-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

            
	
              33

            	
              I-24-A
                through I-51-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

            
	
              34

            	
              I-25-A
                through I-51-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

            
	
              35

            	
              I-26-A
                through I-51-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

            
	
              36

            	
              I-27-A
                through I-51-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

            
	
              37

            	
              I-28-A
                through I-51-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

            
	
              38

            	
              I-29-A
                through I-51-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

            
	
              39

            	
              I-30-A
                through I-51-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

            
	
              40

            	
              I-31-A
                through I-51-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

            
	
              41

            	
              I-32-A
                through I-51-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

            
	
              42

            	
              I-33-A
                through I-51-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

            
	
              43

            	
              I-34-A
                through I-51-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

            
	
              44

            	
              I-35-A
                through I-51-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

            
	
              45

            	
              I-36-A
                through I-51-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

            
	
              46

            	
              I-37-A
                through I-51-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

            
	
              47

            	
              I-38-A
                through I-51-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

            
	
              48

            	
              I-39-A
                through I-51-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

            
	
              49

            	
              I-40-A
                through I-51-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

            
	
              50

            	
              I-41-A
                through I-51-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

            
	
              51

            	
              I-42-A
                through I-51-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

            
	
              52

            	
              I-43-A
                through I-51-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

            
	
              53

            	
              I-44-A
                through I-51-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

            
	
              54

            	
              I-45-A
                through I-51-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

            
	
              55

            	
              I-46-A
                through I-51-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

            
	
              56

            	
              I-47-A
                through I-51-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

            
	
              57

            	
              I-48-A
                through I-51-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

            
	
              58

            	
              I-49-A
                through I-51-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

            
	
              59

            	
              I-50-A
                and I-51-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

            
	
              60

            	
              I-51-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

            
	
              thereafter

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest LTIO, and (a) the first nine Distribution
      Dates, 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 tenth
      Distribution Date through the 60th
      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%.


     

    “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 Floating Rate 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 distributed 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 Mortgaged Property, the lesser of (i) the value thereof
      as
      determined by an appraisal made for the originator of the Mortgage Loan at
      the
      time of origination of the Mortgage Loan by an appraiser who met the minimum
      requirements of Fannie Mae and Freddie Mac and (ii) the purchase price paid
      for
      the related Mortgaged Property by the Mortgagor with the proceeds of the
      Mortgage Loan.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. At all times the Floating Rate Certificates and
      the Class C Certificates shall have 98% of the Voting Rights (allocated among
      the Holders of the Floating Rate 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 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. The Class X and Class FL
      Certificates shall have no Voting Rights.

     

    
      	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 the Floating Rate 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 Floating Rate 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 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.

     

    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
      Net 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 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
      Net 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 LTIIA4, 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 LTM8A,
      REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
      Interest LTM10 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. The Depositor
      shall provide notice to each Servicer if a NIMS Insurer has been engaged, upon
      the occurrence of a default under the insurance policy issued by the NIMS
      Insurer and the termination of the NIMS Insurer.

     

     

     

    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 and the Master Agreements (as assigned to
      the
      Depositor pursuant to the terms of the related Assignment Agreements), (v)
      the
      right
      to receive any amounts payable under the Basis Risk Cap Agreement and the
      Interest Rate Swap Agreement,
      (vi)
      payments made to the Cap Trustee by the Interest Rate Cap Provider and the
      Cap
      Account, (vii) all other assets included or to be included in the Trust Fund
      and
      (viii) 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 the related Custodian on behalf of the
      Trustee), the following documents or instruments with respect to each Mortgage
      Loan so transferred and assigned (with respect to each Mortgage Loan, a
“Mortgage File”):

     

    (iii)  the
      original Mortgage Note including any riders thereto, 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 Deutsche Bank National Trust
      Company, 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;

     

    (iv)  the
      original Mortgage (noting the presence of the MIN of the Mortgage Loan and
      language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is
      a MOM Loan), with evidence of recording thereon, and the original recorded
      power
      of attorney, if the Mortgage was executed pursuant to a power of attorney,
      with
      evidence of recording thereon or, if such Mortgage or power of attorney has
      been
      submitted for recording but has not been returned from the applicable public
      recording office, has been lost or is not otherwise available, a copy of such
      Mortgage or power of attorney, as the case may be, certified to be a true and
      complete copy of the original submitted for recording;

     

    (v)  unless
      the Mortgage Loan is registered on the MERS® System, an original Assignment, in
      form and substance acceptable for recording. The Mortgage shall be assigned
      either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee,
      without recourse”;

     

    (vi)  an
      original of any intervening assignment of Mortgage showing a complete chain
      of
      assignments (or to MERS if the Mortgage Loan is registered on the MERS® System
      and noting the presence of MIN);

     

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

     

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

     

    The
      Depositor herewith also delivers to the Trustee an executed copy of the Mortgage
      Loan Purchase Agreement, each Assignment Agreement and each Master
      Agreement.

     

    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 related Custodian on behalf of the Trustee)
      no
      later than the Closing Date, of a copy of each such document certified by the
      related 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
      related Originator, delivery to the Trustee (or the related Custodian on behalf
      of the Trustee) 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 Depositor shall deliver or cause to be delivered to the
      Trustee (or the related Custodian on behalf of the Trustee), the original or
      a
      copy of a written commitment or interim binder or preliminary report of title
      issued by the title insurance or escrow company, with the original or a
      certified copy thereof to be delivered to the Trustee (or the related Custodian
      on behalf of the Trustee), promptly upon receipt thereof. Ocwen or the Depositor
      shall deliver or cause to be delivered to the Trustee (or the related Custodian
      on behalf of the Trustee) 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 Trustee (or the related
      Custodian on behalf of the Trustee) shall enforce the obligations of the Seller
      under the Mortgage Loan Purchase Agreement or the Originator under the related
      Master Agreement to cure such defect or deliver such missing document to the
      Trustee (or the related Custodian on behalf of the Trustee) within 90 days.
      If
      the Seller or such Originator does not cure such defect or deliver such missing
      document within such time period, the Trustee shall use commercially reasonable
      efforts to enforce the obligations of the Seller or the related Originator,
      as
      applicable, to either repurchase or substitute for such Mortgage Loan in
      accordance with Section 2.03; provided, however, that the Trustee shall not
      be
      under any obligation to take any action pursuant to this paragraph unless
      directed by the Depositor and provided, further, the Depositor hereby agrees
      to
      assist the Trustee in enforcing any obligations of the Seller or the related
      Originator, as applicable, to repurchase or substitute for a Mortgage Loan
      which
      has breached a representation or warranty under the Mortgage Loan Purchase
      Agreement or the related Assignment Agreement. In connection with the foregoing,
      it is understood that the Trustee shall have no duty to discover any such
      defects except in the course of performing its review of the Mortgage Files
      to
      the extent set forth herein.

     

    Except
      with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
      the Trustee (upon receipt of notice from the related Custodian) shall enforce
      the obligations of the Seller under the Mortgage Loan Purchase Agreement or
      the
      Originator under the related Master Agreement to cause the Assignments which
      were delivered in blank to be completed and to record all Assignments referred
      to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)
      hereof. The Trustee shall enforce the obligations of the Seller under the
      Mortgage Loan Purchase Agreement or the Originator under the related Master
      Agreement to deliver such assignments for recording within 180 days of the
      Closing Date. In the event that any such Assignment is lost or returned
      unrecorded because of a defect therein, the Trustee shall enforce the
      obligations of the Seller under the Mortgage Loan Purchase Agreement or the
      Originator under the related Master Agreement to 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.

     

    Notwithstanding
      the foregoing, for administrative convenience and facilitation of servicing
      and
      to reduce closing costs, the Assignments 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, except with
      respect to any Mortgage Loan for which MERS is identified on the Mortgage,
      shall
      be submitted for recording in the manner described above, at no expense to
      the
      Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
      by the Holders of Certificates 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 Seller, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
      upon
      receipt of notice from the related Servicer, the occurrence of a bankruptcy,
      insolvency or foreclosure relating to the Mortgagor under the related Mortgage,
      (vi) upon receipt of notice from the related Servicer, any Mortgage Loan that
      is
      90 days or more Delinquent and (vii) reasonable direction by the NIMS Insurer.
      In the event of (i) through (vii) set forth in the immediately preceding
      sentence, the Trustee shall enforce the obligations of the Seller or the
      Originator, as applicable, to deliver such Assignments for recording as provided
      above, promptly and in any event within 30 days following receipt of notice
      by
      the Seller or the Originator, as applicable. Notwithstanding the foregoing,
      if
      the Seller or the Originator, as applicable, 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. In the event an Assignment is
      not
      recorded, neither the Trustee nor the Servicers will have any liability for
      the
      failure to act on notices that were not received and would have been had such
      Assignment been recorded, except, in the case of the Trustee, with respect to
      Mortgage Loans that are subject to provisions (i) through (vi) set forth in
      this
      paragraph, if the Trustee shall have failed to timely request the Seller or
      the
      Originator to cause such Assignments to be recorded.

     

    Ocwen
      shall forward to the related 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 Ocwen shall provide the related 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
      Ocwen
      cannot
      provide a copy of such document certified by the public recording office within
      such 365 day period, Ocwen shall deliver to the related Custodian, within such
      365 day period, an Officers’ Certificate of Ocwen which shall (A) identify the
      recorded document, (B) state that the recorded document has not been delivered
      to the related 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 related Custodian, and, upon receipt of a copy of such
      document certified by the public recording office, Ocwen shall immediately
      deliver such document to the related Custodian. In the event the appropriate
      public recording office will not certify as to the accuracy of such document,
      Ocwen shall deliver a copy of such document certified by an officer of Ocwen
      to
      be a true and complete copy of the original to the related Custodian. The
      Depositor shall deliver or cause the Seller to deliver to the related Servicer
      copies of all trailing documents required to be included in the servicing file
      at the same time the originals or certified copies thereof are delivered to
      the
      Trustee or the related Custodian, such documents including but not limited
      to
      the mortgagee policy of title insurance and any mortgage loan documents upon
      return from the recording office. No Servicer shall be responsible for any
      custodian fees or other costs incurring in obtaining such documents and the
      Depositor shall cause each Servicer to be reimbursed for any such costs it
      may
      incur in connection with performing its obligations under this
      Agreement

     

    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
      Homeownership and Equity Protection Act of 1994 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 (or receipt by the related Custodian
      on
      behalf of the Trustee) 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 to execute and deliver to the Depositor and the related Servicer
      on or prior to the Closing Date an acknowledgment of receipt of the related
      original Mortgage Note for each Mortgage Loan (with any exceptions noted),
      substantially in the form attached as Exhibit F-3 hereto.

     

    The
      Trustee (or the related Custodian on behalf of 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 related Custodian to review or that it has
      caused the related Custodian to have reviewed) each Mortgage File on or prior
      to
      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 Loan, within 45 days after the
      assignment thereof). The Trustee further agrees, for the benefit of the
      Certificateholders, to certify to the Depositor and the related Servicer (with
      a
      copy to 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 to Section 2.01 of this Agreement are in its
      possession, (ii) such documents have been reviewed by it and have not been
      mutilated, damaged or torn and appear on their face to 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 (3) 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 related 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, legally
      enforceable, valid or binding 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 related Custodian to deliver) to the Depositor the Trustee, the related
      Servicer and the Master Servicer (with a copy to the NIMS Insurer) a final
      certification in the form annexed hereto as Exhibit F-2 (or, in the case of
      the
      related Custodian, Exhibit 2 to the Custodial Agreement), 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 related Custodian,
      as applicable) finds any document or documents constituting a part of a Mortgage
      File to be missing or not to conform with respect to any characteristics which
      are within the scope of the Trustee’s (or the related Custodian’s, as
      applicable) review as provided herein, at the conclusion of its review, the
      Trustee (or the related Custodian on behalf of the Trustee) shall so notify
      the
      Seller, the Depositor, the related Originator, the Trustee, the related
      Servicer, the NIMS Insurer and the Master Servicer. In addition, upon the
      discovery by the Depositor or the related Servicer or the Master 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 an Originator in the
      related Master Agreement or the Seller in the Mortgage Loan Purchase Agreement
      or an Assignment Agreement in respect of any Mortgage Loan which materially
      adversely affects such Mortgage Loan or the interests of the Certificateholders
      in such Mortgage Loan, the party discovering such breach shall give prompt
      written notice to the other parties to this Agreement and the NIMS
      Insurer.

     

    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 an Originator or the
                Seller.

            


    

     

    (a)  Upon
      discovery or receipt of written notice from the related Custodian of any
      materially defective document in, or that a document is missing from, a Mortgage
      File or of the breach by an Originator or the Seller, as applicable, of any
      representation, warranty or covenant under the Master Agreement, the Mortgage
      Loan Purchase Agreement or the Assignment Agreement, as applicable, 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 request that the Originator or the Seller, as applicable, deliver such
      missing document or that the Originator or the Seller, as applicable, cure
      such
      defect or breach within 90 (in the case of an Originator) or 120 (in the case
      of
      the Seller) days from the date the Originator or the Seller, as applicable,
      was
      notified of such missing document, defect or breach, and if the Originator
      or
      the Seller, 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 (in the manner set forth in Section 2.01) the related Originator’s
      obligation under the related Master Agreement or the related Assignment
      Agreement or the Seller’s obligation under the Mortgage Loan Purchase Agreement
      or the related Assignment Agreement and notify the related Originator or the
      Seller, as applicable, of its obligation 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 90 or 120 day period (subject to Section
      2.03(e)). The Purchase Price for the repurchased Mortgage Loan shall be remitted
      to the related Servicer for deposit in the Collection Account or the related
      Custodial Account, and the Trustee, (or the related Custodian on behalf of
      the
      Trustee), upon receipt of written certification from the related Servicer of
      such deposit, shall release to the related Originator or the Seller, as
      applicable, the related Mortgage File and the Trustee shall execute and deliver
      such instruments of transfer or assignment, in each case without recourse,
      as
      the related Originator or the Seller, as applicable, shall furnish to it and
      as
      shall be necessary to vest in the related Originator or Seller, as applicable,
      any Mortgage Loan released pursuant hereto and the Trustee and the related
      Custodian 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 related
      Originator or the Seller, 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); provided,
      however, neither an Originator nor the Seller may substitute for any Mortgage
      Loan which breaches a representation or warranty regarding abusive or predatory
      lending laws. In furtherance of the foregoing, if the related Originator or
      the
      Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan
      which is registered on the MERS® System, such Originator or the Seller, as
      applicable, at its own expense and without any right of reimbursement, shall
      cause MERS to execute and deliver an assignment of the Mortgage in recordable
      form to transfer the Mortgage from MERS to the related Originator or the Seller,
      as applicable, and shall cause such Mortgage to be removed from registration
      on
      the MERS® System in accordance with MERS’ rules and regulations. It is
      understood and agreed that the obligation of the related Originator or the
      Seller, 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 related Originator
      or
      the Seller, as applicable, respecting such omission, defect or breach available
      to the Trustee on behalf of the Certificateholders.

     

    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.

     

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

     

    (c)  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 related Originator or the Seller, as applicable, substitutes
      a
      Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
      by the related Originator or the Seller, as applicable, delivering to the
      Trustee, (or the related Custodian on behalf of 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
      (or the related Custodian on behalf of the Trustee), shall acknowledge receipt
      for such Qualified Substitute Mortgage Loan or Loans and, within 45 days
      thereafter, shall review such documents as specified in Section 2.02 and deliver
      to the Depositor and the Servicer, with respect to such Qualified Substitute
      Mortgage Loan or Loans, a certification substantially in the form attached
      hereto as Exhibit F-1 (with a copy to the NIMS Insurer), with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Trustee (or the related Custodian on behalf of the Trustee) shall deliver to
      the
      Depositor and the related Servicer a certification substantially in the form
      of
      Exhibit F-2 hereto (with a copy to the NIMS Insurer) 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 related Originator or the Seller, 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 related Originator or the
      Seller, as applicable, shall thereafter be entitled to retain all amounts
      subsequently received in respect of such Deleted Mortgage Loan. The Depositor
      shall give or cause to be given written notice to the Trustee and the NIMS
      Insurer, who shall forward such notice to the Certificateholders, that such
      substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
      the removal of such Deleted Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Master Servicer,
      the Trust Administrator, the Trustee, the related Custodian, the related
      Servicer and the NIMS Insurer. Upon such substitution by the related Originator
      or the Seller, 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 or
      the
      related Assignment Agreement, as applicable, including all applicable
      representations and warranties thereof included in the related Assignment
      Agreement as of the date of substitution.

     

    For
      any
      month in which an Originator or the Seller, as applicable, substitutes one
      or
      more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
      the related 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 Stated Principal Balance thereof as of the date of substitution, together
      with one month’s interest on such Stated Principal Balance at the applicable
      Mortgage Rate. On the date of such substitution, the related Originator or
      the
      Seller, as applicable, will deliver or cause to be delivered to the related
      Servicer for deposit in the Collection Account or the related Custodial Account,
      as applicable, an amount equal to the Substitution Adjustment, if any, and
      the
      Trustee (or the related Custodian on behalf of the Trustee), upon receipt of
      the
      related Qualified Substitute Mortgage Loan or Loans and certification by the
      related Servicer of such deposit, shall release to the related Originator or
      the
      Seller, as applicable, the related Mortgage File or Files and the Trustee shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, as the related Originator or the Seller, as applicable, shall
      deliver to it and as shall be necessary to vest therein any Deleted Mortgage
      Loan released pursuant hereto.

     

    In
      addition, pursuant to the terms of the Mortgage Loan Purchase Agreement and
      each
      Assignment Agreement, the related Originator or the Seller, as applicable,
      shall
      obtain at its own expense and deliver to the Trustee, the Trust Administrator
      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)(I) of the Code or on “contributions after the startup date”
under Section 860G(d)(I) 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 can not be delivered, then such substitution may only be effected at
      such time as the required Opinion of Counsel can be given.

     

    (d)  Upon
      discovery by the Depositor, the Master Servicer, the Trust Administrator or
      the
      NIMS Insurer 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 hereto. In connection therewith, the related Originator, the Seller
      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 related
      Originator 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
      such Originator under the related Master Agreement or Assignment Agreement,
      (ii)
      by the Seller 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 Seller under the Mortgage Loan Purchase Agreement or (iii) 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) or 2.03(d), if made by an Originator or the
      Seller, or Section 2.03(b), if made by the Depositor. The Trustee shall reconvey
      to the Depositor or the Originator, 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.

     

    (e)  Upon
      discovery or receipt of written notice of a breach by the Seller of any
      representation, warranty or covenant made by the Seller under an Assignment
      Agreement in respect of any Mortgage Loan which materially adversely affects
      the
      value of such Mortgage Loan or the interest therein of the Certificateholders,
      and if either (i) such Mortgage Loan is not in breach of any representation,
      warranty or covenant of the related Originator or (ii) the related Originator
      has failed to remedy such representation, warranty or covenant with respect
      to
      such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller
      to remedy such breach, to the extent provided in the related Assignment
      Agreement, in the manner and within the time periods set forth in the related
      Assignment Agreement.

     

    
      	SECTION
              2.04  	
              [Reserved].

            


    

     

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

            


    

     

    (a)  Ocwen
      hereby represents, warrants and covenants to the Trust Administrator and the
      Trustee, for the benefit of each of the Trustee, the Trust Administrator, the
      Certificateholders and to the Depositor that as of the Closing Date or as of
      such date specifically provided herein:

     

    (i)  Ocwen
      is
      a limited liability company duly organized and validly existing under the laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by Ocwen in
      any
      state in which a Mortgaged Property is located or is otherwise not required
      under applicable law to effect such qualification and, in any event, is in
      compliance with the doing business laws of any such State, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan and to service
      the
      Mortgage Loans in accordance with the terms of this Agreement;

     

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

     

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

     

    (iv)  Ocwen
      is
      a HUD approved servicer. No event has occurred, including but not limited to
      a
      change in insurance coverage, that would make Ocwen unable to comply with HUD
      eligibility requirements or that would require notification to HUD;

     

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

     

    (vi)  No
      information, certificate of an officer, statement furnished in writing or report
      delivered to the Trustee or the Trust Administrator by Ocwen in connection
      with
      the transactions contemplated hereby contains any untrue statement of a material
      fact (except to the extent that any such information, statement or report has
      been corrected or superseded in writing by Ocwen as of the Closing Date, it
      being understood (i) that Ocwen has delivered no certificate of an officer
      prior
      to the Closing Date and (ii) that any representations, warranties and
      indemnifications as to the accuracy and completeness of the Prospectus
      Supplement made by Ocwen in agreements and Officers’ Certificates delivered by
      Ocwen on the Closing Date in connection with the transactions contemplated
      by
      this Agreement shall be interpreted such that the information in the Prospectus
      Supplement provided by Ocwen is deemed to correct and/or supersede as of the
      Closing Date, within the meaning of this parenthetical, any information,
      statement or report delivered by Ocwen to the Trustee prior to the Closing
      Date
      that is inconsistent with the information in the Prospectus Supplement or that
      was omitted from such information, statement or report delivered prior to the
      Closing Date);

     

    (vii)  No
      litigation is pending against Ocwen that would materially and adversely affect
      the execution, delivery or enforceability of this Agreement or the ability
      of
      Ocwen to service the Mortgage Loans or to perform any of its other obligations
      hereunder in accordance with the terms hereof;

     

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

     

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

     

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

     

    (xi)  With
      respect to each Mortgage Loan, Ocwen has fully and accurately furnished with
      respect to the period in which it serviced the Mortgage Loans, and will continue
      to fully and accurately furnish, complete information on the related borrower
      credit files to Equifax, Experian and Trans Union Credit Information Company,
      in
      accordance with the Fair Credit Reporting Act and its implementing
      regulations.

     

    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 or to the related Custodian on its behalf and shall inure to the benefit
      of the Trustee, the Trust Administrator, the Depositor and the
      Certificateholders. Upon discovery by any of the Depositor, the Trust
      Administrator 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 Ocwen, the Trustee and the Trust Administrator. The foregoing
      shall not, however, limit any remedies available to the Certificateholders,
      the
      Depositor, the Trust Administrator or the Trustee on behalf of the
      Certificateholders, pursuant to the Master Agreements, the Assignment Agreements
      or the Mortgage Loan Purchase Agreement respecting a breach of the
      representations, warranties and covenants of the Originators or the
      Seller.

     

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

     

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

     

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

     

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

     

    (iv)  The
      Master Servicer or an Affiliate thereof is an approved seller/servicer for
      Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee
      pursuant to Section 203 of the National Housing Act;

     

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

     

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

     

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

     

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

     

    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
      Trust Administrator, the Trustee or the related Custodian, as applicable and
      shall inure to the benefit of the Trustee, the Depositor and the
      Certificateholders. Upon discovery by any of the Depositor, any Servicer, the
      Master Servicer 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 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 other parties to this Agreement.

     

    
      	SECTION
              2.06  	
              Representations
                and Warranties of the Depositor.

            


    

     

    The
      Depositor represents and warrants to the Trust, the Servicer 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;
      and

     

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

     

    
      	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 Trust Administrator,
      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 Basis Risk Cap Agreement, Interest Rate Cap Agreement
                and
                Interest Rate Swap Agreement.

            


    

     

    (a)  The
      Trust
      Administrator is hereby directed to execute and deliver the Basis Risk Cap
      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 Trust Administrator on behalf of Party B (as defined
      therein) and not in its individual capacity. Ocwen, the Depositor and the
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that (i) the Trust Administrator shall execute and deliver the Basis Risk Cap
      Agreement on behalf of Party B (as defined therein) and (ii) the Trust
      Administrator shall exercise the rights, perform the obligations, and make
      the
      representations of Party B thereunder, solely in its capacity as Trust
      Administrator on behalf of Party B as defined therein) 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 Trust Administrator shall apply to the Trust
      Administrator’s execution of the Basis Risk Cap Agreement, and the performance
      of its duties and satisfaction of its obligations thereunder. 

     

    (b)  The
      Trust
      Administrator, not in its individual capacity but solely in its separate
      capacity as Cap Trustee, is hereby directed to exercise the rights, perform
      the
      obligations, and make any representations to be exercised, performed, or made
      by
      the Cap Trustee, as described herein. The Cap Trustee is hereby directed to
      execute and deliver the Interest Rate Cap 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 Cap Trustee
      on behalf of Party B (as defined therein) and not in its individual capacity.
      Ocwen, the Depositor and the Certificateholders (by acceptance of their
      Certificates) acknowledge and agree that (i) the Cap Trustee shall execute
      and
      deliver the Interest Rate Cap Agreement on behalf of Party B (as defined
      therein), (ii) the Cap Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Cap Trustee on behalf of Party B (as defined therein) and not in
      its
      individual capacity and (iii) the Trust Administrator on the Cap Trustee’s
      behalf shall also be entitled to exercise the rights and obligated to perform
      the obligations of Party B under the Interest Rate Cap Agreement. Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trust Administrator shall apply to the Cap
      Trustee’s execution of the Interest Rate Cap 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 Trust Administrator shall apply to the Trust
      Administrator’s execution (as Cap Trustee) of the Interest Rate Cap Agreement,
      and the performance of its duties and satisfaction of its obligations
      thereunder. 

     

    (c)  The
      Trust
      Administrator, 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. Ocwen, 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 Trust Administrator
      on
      the Supplemental Interest Trust Trustee’s behalf 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 Trust
      Administrator 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 Trust Administrator shall apply to the Trust
      Administrator’s execution (as Supplemental Interest Trust Trustee) 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 1, 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 the 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 REMIC 1 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 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 Regular Certificates (other than the Class C Certificates or the Class
      P
      Certificates), the
      Class
      C Interest, the Class P Interest, the Class IO Interest 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 Regular Certificates (other than the Class C Certificates or Class P
      Certificates), the Class C Interest, the Class P Interest, the Class 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 Regular
      Certificates (other than the Class C Certificates or Class P Certificates),
      the
      Class C Interest, the Class P Interest and the Class 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
      IO Interest (which is uncertificated) for the benefit of the Holders of the
      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 IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of the Holders of the 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 the 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, Section 2.02 and
      subsection (a) hereof, (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 subsection
      (b)
      hereof, (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 subsection (c) hereof, (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 subsection (d) hereof, (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 subsection (e) hereof, 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 subsection (f) hereof, 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,
      the
      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.

     

     

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01  	
              Ocwen
                to Act as a Servicer.

            


    

     

    Ocwen
      shall service and administer the Ocwen Mortgage Loans on behalf of the Trust
      and
      in the best interests of and for the benefit of the Certificateholders (as
      determined by Ocwen in its reasonable judgment) in accordance with the terms
      of
      this Agreement and such 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:

     

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

     

    (ii)  the
      ownership or non-ownership of any Certificate by Ocwen or any Affiliate of
      Ocwen;

     

    (iii)  Ocwen’s
      obligation to make Advances or Servicing Advances; or

     

    (iv)  Ocwen’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 servicing standard (the “Servicing
      Standard”), Ocwen (a) shall seek the timely and complete recovery of principal
      and interest on the related Mortgage Notes and (b) may 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 such waiver relates to a default or a reasonably foreseeable
      default and would, in the reasonable judgment of Ocwen, maximize recovery of
      total proceeds taking into account the value of such Prepayment Charge and
      the
      related Mortgage Loan, (ii) the collection of such Prepayment Charge would
      be in
      violation of applicable laws or (iii) the amount of the Prepayment Charge set
      forth on the Prepayment Charge Schedule is not consistent with the related
      Mortgage Note or is otherwise unenforceable. If a Prepayment Charge is waived
      as
      permitted by meeting the standard described in clauses (ii) or (iii) above,
      then, as notified to the Trustee, the Trustee shall enforce the obligation
      of
      the related Originator or the Seller, as applicable, to pay the amount of such
      waived Prepayment Charge to Ocwen for deposit in the Collection Account for
      the
      benefit of the Holders of the Class P Certificates. If the related Originator
      or
      the Seller, as applicable, fails to pay the amount of such waived Prepayment
      Charge in accordance with its obligations under the related Assignment
      Agreement, the related Master Agreement or the Mortgage Loan Purchase Agreement,
      Ocwen shall notify the Trustee, and the Trustee and the Depositor shall consult
      on further actions to be taken against the Originator. Subject only to the
      above-described Servicing Standard and the terms of this Agreement and of the
      Ocwen Mortgage Loans, Ocwen 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,
      Ocwen in its own name or in the name of a Sub-Servicer is hereby authorized
      and
      empowered by the Trustee when Ocwen believes it appropriate in its best judgment
      in accordance with the Servicing Standard, to execute and deliver, on behalf
      of
      the Certificateholders, the Trust Fund and the Trustee or any of them, any
      and
      all instruments of satisfaction or cancellation, or of partial or full release
      or discharge, and all other comparable instruments, with respect to the Ocwen
      Mortgage Loans and the related 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. Ocwen shall service
      and administer the Ocwen Mortgage Loans in accordance with applicable state
      and
      federal law and shall provide to the related Mortgagors any reports required
      to
      be provided to them thereby. Ocwen 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 five (5)
      days
      of the Closing Date, the Trustee shall execute, at the written request of Ocwen,
      and furnish to Ocwen and any Sub-Servicer any special or limited powers of
      attorney and other documents necessary or appropriate to enable Ocwen 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 Ocwen and submitted to the Trustee for execution. The Trustee shall not
      be
      liable for the actions of Ocwen or any Sub-Servicers under such powers of
      attorney.

     

    Ocwen
      further is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when Ocwen or the Sub-Servicer, as the case may be, believes
      it is
      appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Ocwen Mortgage Loan
      on
      the MERS® System, to execute and deliver, on behalf of the Trustee and the
      Certificateholders or any of them, any and all instruments of assignment and
      other comparable instruments with respect to such assignment or re-recording
      of
      a related Mortgage in the name of MERS, solely as nominee for the Trustee and
      its successors and assigns. Any reasonable expenses incurred in connection
      with
      the actions described in the preceding sentence or as a result of MERS
      discontinuing or becoming unable to continue operations in connection with
      the
      MERS® System, shall be reimbursable to Ocwen by withdrawal from the Collection
      Account pursuant to Section 3.11.

     

    Subject
      to Section 3.09 hereof, in accordance with the standards of the preceding
      paragraph, Ocwen, on escrowed accounts, 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 Ocwen 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 Stated
      Principal Balance of the related Ocwen Mortgage Loan, notwithstanding that
      the
      terms of such Mortgage Loan so permit; provided, however, that (subject to
      Section 3.07) Ocwen may capitalize the amount of any Servicing Advances incurred
      pursuant to this Section 3.01 in connection with the modification of a Mortgage
      Loan.

     

    Notwithstanding
      anything in this Agreement to the contrary, Ocwen may not make any future
      advances with respect to an Ocwen Mortgage Loan (except as provided in Section
      4.04) and Ocwen shall not (i) permit any modification with respect to any
      Mortgage Loan that would change the Mortgage Rate, reduce or increase the Stated
      Principal Balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Ocwen Mortgage Loan
      (unless, in any such case, the Mortgagor is in default with respect to the
      Ocwen
      Mortgage Loan or such default is, in the judgment of Ocwen, reasonably
      foreseeable) or (ii) permit any modification, waiver or amendment of any term
      of
      any Ocwen Mortgage Loan that would both (A) effect an exchange or reissuance
      of
      such Ocwen 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.

     

    Notwithstanding
      anything in this Agreement to the contrary and notwithstanding its ability
      to do
      so pursuant to the terms of the related mortgage note, Ocwen shall not be
      required to enforce any provision in any mortgage note the enforcement of which
      would violate federal, state or local laws or ordinances designed to discourage
      predatory lending practices.

     

    Ocwen
      may
      delegate its responsibilities under this Agreement; provided, however, that
      no
      such delegation shall release Ocwen from the responsibilities or liabilities
      arising under this Agreement.

     

    
      	SECTION
              3.02  	
              Sub-Servicing
                Agreements Between Ocwen and Sub-Servicers;
                Subcontractors.

            


    

     

    (a)  Ocwen
      may
      enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates
      of Ocwen, for the performance of a substantial portion of the material servicing
      and administration of the Ocwen Mortgage Loans; provided, however, such
      sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
      must provide for the servicing of the Ocwen Mortgage Loans in a manner
      consistent with the servicing arrangement contemplated hereunder. The Trustee
      is
      hereby authorized to acknowledge, at the request of Ocwen, any Sub-Servicing
      Agreement. No such acknowledgment shall be deemed to imply that the Trustee
      has
      consented to any such Sub-Servicing Agreement, has passed upon whether such
      Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing
      Agreements set forth in this Agreement or has passed upon whether such
      Sub-Servicing Agreement 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 Ocwen Mortgage Loans consistent
      with the terms of this Agreement. Ocwen 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. Any variation in any Sub-Servicing Agreements 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 Ocwen, are conclusively deemed to be inconsistent with this
      Agreement and therefore prohibited. Ocwen shall deliver to the Trustee, the
      Trust Administrator and the Master Servicer copies of all Sub-Servicing
      Agreements, and any amendments or modifications thereof, promptly upon Ocwen’s
      execution and delivery of such instruments.

     

    (b)  As
      part
      of its servicing activities hereunder, Ocwen, for the benefit of the Trustee
      and
      the Certificateholders, shall enforce the obligations of each Sub-Servicer
      under
      the related Sub-Servicing Agreement, including, without limitation, any
      obligation to make advances in respect of delinquent payments as required by
      a
      Sub-Servicing Agreement. 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 Ocwen, in its good faith business judgment,
      would require were it the owner of the related Ocwen Mortgage Loans. Ocwen
      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 Ocwen Mortgage Loans, or (ii) from a specific recovery of costs,
      expenses or attorneys’ fees against the party against whom such enforcement is
      directed.

     

    (c)  It
      shall
      not be necessary for Ocwen to seek the consent of the Depositor, the Master
      Servicer, the Trust Administrator or the Trustee for the utilization of any
      Subcontractor. Ocwen shall promptly, upon request, provide to the Depositor,
      the
      Master Servicer and the Trust Administrator a written description (in form
      and
      substance satisfactory to the Depositor, the Master Servicer and the Trust
      Administrator) of the role and function of each Subcontractor utilized by Ocwen
      or any Sub-Servicer, specifying (i) the identity of each such Subcontractor,
      (ii) which (if any) of such Subcontractors are “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB and (iii) which
      elements of the Relevant Servicing Criteria will be addressed in assessments
      of
      compliance provided by each Subcontractor. 

     

    (d)  As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, Ocwen shall cause any such Subcontractor used by Ocwen (or by
      any
      Sub-Servicer) for the benefit of the Depositor, the Master Servicer and the
      Trust Administrator to comply with the provisions of Section 3.20, 3.21 and
      4.05
      of this Agreement to the same extent as if the Subcontractor were Ocwen. Ocwen
      shall be responsible for obtaining from each Subcontractor and delivering to
      the
      Depositor, the Master Servicer and the Trust Administrator any assessment of
      compliance and attestation required to be delivered by such Subcontractor under
      Section 3.21, in each case as and when required to be delivered.

     

    
      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


    

     

    Ocwen,
      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 Ocwen without any act or deed
      on
      the part of such Sub-Servicer or Ocwen, and Ocwen 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 Ocwen or the Master Servicer (if the Master Servicer
      is acting as Servicer) without fee, in accordance with the terms of this
      Agreement, in the event that Ocwen (or the Master Servicer, if it is then acting
      as Servicer) shall, for any reason, no longer be Ocwen (including termination
      due to a Servicer Event of Termination).

     

    
      	SECTION
              3.04  	
              Liability
                of Ocwen.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between Ocwen and a Sub-Servicer or reference to
      actions taken through a Sub-Servicer or otherwise, Ocwen shall remain obligated
      and primarily liable to the Trustee and the Certificateholders for the servicing
      and administering of the Ocwen 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 Ocwen alone were servicing and administering the Ocwen Mortgage
      Loans. Ocwen shall be entitled to enter into any agreement with a Sub- Servicer
      for indemnification of Ocwen 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 Trustee, the
                Trust
                Administrator, the NIMS Insurer or
                Certificateholders.

            


    

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Ocwen Mortgage Loans involving a Sub-Servicer in its
      capacity as such shall be deemed to be between the Sub-Servicer and Ocwen alone,
      and the NIMS Insurer, the Trustee, the Master Servicer, the Trust Administrator
      and the 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. Ocwen shall be solely liable
      for all fees owed by it to any Sub-Servicer, irrespective of whether Ocwen’s
      compensation pursuant to this Agreement is sufficient to pay such
      fees.

     

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

            


    

     

    In
      the
      event Ocwen shall for any reason no longer be a Servicer (including by reason
      of
      the occurrence of a Servicer Event of Termination), the Master Servicer
(or
      another successor master servicer)
      shall
      thereupon assume all of the rights and obligations of Ocwen under each
      Sub-Servicing Agreement that Ocwen may have entered into, unless the Master
      Servicer elects to terminate any Sub-Servicing Agreement in accordance with
      its
      terms as provided in Section 3.03. Upon such assumption, the Master Servicer
      (or
      another successor master servicer) shall be deemed, subject to Section 3.03,
      to
      have assumed all of Ocwen’s interest therein and to have replaced Ocwen 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)
      Ocwen shall not thereby be relieved of any liability or obligations under any
      Sub-Servicing Agreement and (ii) none of the Trust Administrator, its designee
      or any successor Servicer shall be deemed to have assumed any liability or
      obligation of Ocwen that arose before it ceased to be a Servicer.

     

    Ocwen
      at
      its expense shall, upon request of the Master Servicer, deliver to the assuming
      party all documents and records relating to each Sub-Servicing Agreement and
      the
      Ocwen 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.

     

    
      	SECTION
              3.07  	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

    Ocwen
      shall make reasonable efforts, in accordance with the Servicing Standard, to
      collect all payments called for under the terms and provisions of the Ocwen
      Mortgage Loans and the provisions of any applicable insurance policies provided
      to Ocwen. Consistent with the foregoing, Ocwen may in its discretion (i) waive
      any late payment charge or, if applicable, any penalty interest or any
      provisions of any Ocwen Mortgage Loan requiring the related Mortgagor to submit
      to mandatory arbitration with respect to disputes arising thereunder, 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
      Ocwen Mortgage Loan for purposes of any computation hereunder, except as
      provided below. In the event of any such arrangement pursuant to clause (ii)
      above, Ocwen 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 Ocwen Mortgage Loan without modification thereof by reason
      of
      such arrangement. Notwithstanding the foregoing, in the event that any Ocwen
      Mortgage Loan is in default or, in the judgment of Ocwen, such default is
      reasonably foreseeable, Ocwen, consistent with the Servicing Standards, may
      also
      waive, modify or vary any term of such Ocwen Mortgage Loan (including, but
      not
      limited to, modifications that would change the Mortgage Rate, forgive the
      payment of principal or interest or extend the final maturity date of such
      Ocwen
      Mortgage Loan), accept payment from the related Mortgagor of an amount less
      than
      the Stated Principal Balance in final satisfaction of such Ocwen 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, Ocwen shall not modify any Ocwen Mortgage Loan in a manner that would
      capitalize the amount of any unpaid Monthly Payments or tax or insurance
      payments advanced by Ocwen on the Mortgagor’s behalf unless the related
      Mortgagor shall have remitted an amount equal to a full Monthly Payment (or,
      in
      the case of any Ocwen Mortgage Loan subject to a forbearance plan or bankruptcy
      plan, a full modified monthly payment under such plan) in each of the three
      calendar months immediately preceding the month of such modification. Ocwen’s
      analysis supporting any forbearance and the conclusion that any forbearance
      meets the standards of Section 3.01 shall be reflected in writing in the
      Mortgage File or Ocwen’s books and records.

     

    
      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


    

     

    In
      those
      cases where a Sub-Servicer is servicing an Ocwen 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 Ocwen
      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 Ocwen 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, Ocwen 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.

            


    

     

    Ocwen
      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. Ocwen
      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 the second Business
      Day
      after Ocwen’s receipt thereof, all Escrow Payments collected on account of the
      Ocwen 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 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 Ocwen (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, 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 Ocwen’s
      obligations and responsibilities in respect of the Ocwen Mortgage Loans under
      this Agreement in accordance with Article X. In the event Ocwen shall deposit
      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. Ocwen 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 Ocwen knows, or in the exercise
      of
      the required standard of care of Ocwen 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 Ocwen receives
      notice of a tax lien with respect to the Mortgage being imposed, Ocwen will,
      within a reasonable time following receipt 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, Ocwen 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. Ocwen 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.

            


    

     

    (a)  On
      behalf
      of the Trust Fund, Ocwen 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, Ocwen 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
      Ocwen’s receipt thereof, and shall thereafter deposit in the Collection Account,
      in no event more than two Business Days after Ocwen’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 Ocwen 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 Ocwen Mortgage Loans;

     

    (ii)  all
      payments on account of interest (net of the Servicing Fee) on each Ocwen
      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 Ocwen Mortgage Loans
      and related 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 Ocwen pursuant to the second paragraph
      of
      Section 3.14(a) in respect of any blanket policy deductibles;

     

    (vi)  all
      proceeds of any Ocwen Mortgage Loan repurchased or purchased in accordance
      with
      Section 2.03, Section 3.16(c) or Section 10.01;

     

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

     

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

     

    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, Prepayment Interest Excess and
      ancillary income (other than Prepayment Charges) on the Ocwen Mortgage Loans
      need not be deposited by Ocwen in the Collection Account and may be retained
      by
      Ocwen as additional compensation. In the event Ocwen 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)  Funds
      in
      the Collection Account may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.12. Ocwen shall give written notice
      to the Trust Administrator and the Master Servicer of the location of the
      Collection Account maintained by it when established and prior to any change
      thereof. The Trust Administrator will then provide timely written notice to
      the
      Depositor and the Trustee.

     

    (c)  Funds
      held in the Collection Account at any time may be delivered by Ocwen to the
      Trust Administrator 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
      Trust
      Administrator shall have the sole authority to withdraw any funds held pursuant
      to this subsection (c). In the event Ocwen shall deliver to the Trust
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Trust Administrator
      withdraw such amount from the Distribution Account and remit to it any such
      amount, any provision herein to the contrary notwithstanding. In addition,
      Ocwen, with respect to items (i) through (iv) below, shall deliver to the Trust
      Administrator from time to time for deposit, and the Trust Administrator, 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 by Ocwen in connection with a purchase of Ocwen Mortgage
      Loans and related 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 Trust Administrator pursuant to the
      Agreement, including, but not limited to Section 3.06 and Section
      7.02.

     

    
      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account.

            


    

     

    Ocwen
      shall, from time to time, make withdrawals from the Collection Account for
      any
      of the following purposes, without priority, or as described in Section
      4.03:

     

    (i)  to
      remit
      to the Trust Administrator on the Servicer Remittance Date 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(c);

     

    (ii)  subject
      to Section 3.16(d), to reimburse Ocwen for (a) any unreimbursed Advances to
      the
      extent of amounts received which represent Late Collections (net of the related
      Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Ocwen Mortgage
      Loans or related REO Properties with respect to which such Advances were made
      in
      accordance with the provisions of Section 4.04; or (b) without limiting any
      right of withdrawal set forth in clause (vi) below, any unreimbursed Advances
      that, upon a Final Recovery Determination with respect to such Ocwen Mortgage
      Loan, are Nonrecoverable Advances, but only to the extent that Late Collections
      (net of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
      received with respect to such Ocwen Mortgage Loan are insufficient to reimburse
      Ocwen for such unreimbursed Advances;

     

    (iii)  subject
      to Section 3.16(d), to pay Ocwen or any Sub-Servicer (a) any unpaid Servicing
      Fees, (b) any unreimbursed Servicing Advances with respect to each Ocwen
      Mortgage Loan, but only to the extent of any Late Collections, Liquidation
      Proceeds and Insurance Proceeds received with respect to such Ocwen Mortgage
      Loan or related REO Property, and (c) without limiting any right of withdrawal
      set forth in clause (vi) below, any Servicing Advances made with respect to
      an
      Ocwen Mortgage Loan that, upon a Final Recovery Determination with respect
      to
      such Ocwen Mortgage Loan are Nonrecoverable Advances, but only to the extent
      that Late Collections, Liquidation Proceeds and Insurance Proceeds received
      with
      respect to such Ocwen Mortgage Loan are insufficient to reimburse Ocwen or
      any
      Sub-Servicer for Servicing Advances;

     

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

     

    (v)  to
      pay to
      Ocwen or the Seller, as the case may be, with respect to each Ocwen 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 Ocwen for any Advance or Servicing Advance previously made which
      Ocwen
      has determined to be a Nonrecoverable Advance or Nonrecoverable Servicing
      Advance in accordance with the provisions of Section 4.03; 

     

    (vii)  to
      reimburse Ocwen, the Master Servicer or the Depositor for expenses incurred
      by
      or reimbursable to Ocwen, the Master Servicer or the Depositor, as the case
      may
      be, pursuant to Section 6.03; 

     

    (viii)  to
      reimburse Ocwen, the Trust Administrator, the Master Servicer or the Trustee,
      as
      the case may be, for 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 Ocwen
      Mortgage
      Loan, including any expenses arising out of the enforcement of the purchase
      obligation; 

     

    (ix)  to
      reimburse Ocwen for any unpaid Servicing Fees to the extent not recoverable
      from
      Late Collections, Liquidation Proceeds or Insurance Proceeds received with
      respect to the related Ocwen Mortgage Loan under Section 3.11(iii);

     

    (x)  to
      pay,
      or to reimburse Ocwen for advances in respect of expenses incurred in connection
      with any Ocwen Mortgage Loan pursuant to Section 3.16(b); 

     

    (xi)  to
      pay
      itself any Prepayment Interest Excess; and

     

    (xii)  to
      clear
      and terminate the Collection Account pursuant to Section 9.01.

     

    The
      foregoing requirements for withdrawal from the Collection Account shall be
      exclusive. In the event Ocwen 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.

     

    With
      respect to the Ocwen Mortgage Loans, Ocwen 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), (iv), (v), (vi), (viii)
      and
      (ix) above. Ocwen shall provide written notification to the Trust Administrator,
      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 a Servicing Officer certification in the form described under
      Section 4.04(d) shall suffice for such written notification to the Trustee
      in
      respect hereof.

     

    
      	SECTION
              3.12  	
              Investment
                of Funds in the Collection Account.

            


    

     

    (a)  Ocwen
      may
      direct any depository institution maintaining the Collection Account and any
      REO
      Account (for purposes of this Section 3.12, such account an “Investment
      Account”) to invest the funds in such Investment Account in one or more
      Permitted Investments specified in such instruction 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 Trust Administrator is the obligor thereon, 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 Trust Administrator is the obligor thereon. 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
      Trust Administrator (in its capacity as such) or in the name of a nominee of
      the
      Trust Administrator. The Trust Administrator shall be entitled to sole
      possession (except with respect to investment direction of funds held in any
      Investment 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 Trust Administrator or its agent,
      together with any document of transfer necessary to transfer title to such
      investment to the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Ocwen, shall
      be
      for the benefit of Ocwen and shall be subject to its withdrawal in accordance
      with Section 3.11 or Section 3.23, as applicable. Ocwen 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 accounts immediately upon realization of such loss.

     

    (c)  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 Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of 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. 

    

      (d)  The
        Trust
        Administrator is hereby directed to invest all amounts on deposit in the
        Distribution Account during the Float Period in Permitted Investments of
        the
        type set forth in clause (vi) of the definition thereof. All such amounts
        in the
        Distribution Account shall be invested in the Wells Fargo Advantage Government
        Money Market Fund. All income and gain realized from the investment of funds
        deposited in the Distribution Account during the Float Period shall be
        distributed to the Holders of the Class FL Certificates (the “Class FL Holder”)
        as set forth in Section 4.01(h) for the next Distribution Date. The Class
        FL
        Holder shall deposit in the Distribution Account, from its own funds, the
        amount
        of any loss of principal incurred in respect of any such Permitted Investment
        made with funds in the Distribution Account during the Float Period immediately
        upon notification of such loss. 

    

     

    
      	SECTION
              3.13  	
              [Reserved].

            


    

     

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

            


    

     

    Ocwen
      shall cause to be maintained for each Ocwen
      Mortgage
      Loan hazard insurance with extended coverage on the Mortgaged Property in an
      amount which is at least equal to the lesser of the current principal balance
      of
      such Ocwen Mortgage Loan and the amount necessary to fully compensate for any
      damage or loss to the improvements which 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. Ocwen shall also cause to be maintained hazard
      insurance with extended coverage on each REO Property serviced by it 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 Ocwen Mortgage Loan at the time it became
      an
      REO Property. Ocwen 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 Ocwen 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 Ocwen 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 an Ocwen 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 Ocwen 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 Ocwen Mortgage Loan, notwithstanding that the terms of such Ocwen
      Mortgage Loan so permit; provided, however, that, subject to Section 3.07,
      Ocwen
      may capitalize the amount of any Servicing Advances incurred pursuant to this
      Section 3.14 in connection with the modification of an Ocwen Mortgage Loan.
      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, Ocwen 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 Ocwen 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).
      If
      at any time during the term of the Ocwen Mortgage Loan, Ocwen determines, in
      accordance with applicable law, that a Mortgaged Property is located in a
      special flood hazard area and is not covered by flood insurance or is covered
      in
      an amount less than the amount required by the Flood Disaster Protection Act
      of
      1973, as amended, Ocwen shall notify the related Mortgagor that the Mortgagor
      must obtain such flood insurance coverage, and if said Mortgagor fails to obtain
      the required flood insurance coverage within forty-five (45) days after such
      notification, Ocwen shall immediately force place the required flood insurance
      on the Mortgagor’s behalf.

     

    In
      the
      event that Ocwen shall obtain and maintain a blanket policy insuring against
      hazard losses on all of the Ocwen 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 on terms substantially equivalent to those
      commercially available and maintained by competent servicers, in which case
      Ocwen 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 Ocwen Mortgage Loans, Ocwen agrees to prepare
      and present, on behalf of itself, the Trustee, the Trust Fund and the
      Certificateholders, claims under any such blanket policy in a timely fashion
      in
      accordance with the terms of such policy.

     

    Ocwen
      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 its
      respective 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 Ocwen Mortgage Loans, unless Ocwen
      has obtained a waiver of such requirements from Fannie Mae or Freddie Mac.
      Ocwen
      shall also maintain a fidelity bond in the form and amount that would meet
      the
      requirements of Fannie Mae or Freddie Mac, unless Ocwen has obtained a waiver
      of
      such requirements from Fannie Mae or Freddie Mac. Ocwen shall be deemed to have
      complied with this provision if an Affiliate of Ocwen 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 Ocwen. 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
      Trust Administrator. 

     

    Ocwen
      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
      and
      shall provide to the Master Servicer evidence of the authorization of the person
      signing any certification, statement, financial information and reports or
      such
      other information related to Ocwen or any Sub-Servicer or to Ocwen’s or such
      Sub-Servicer’s performance hereunder.

     

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

            


    

     

    With
      respect to the Ocwen Mortgage Loans, Ocwen 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 Ocwen
      Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto;
      provided, however, that Ocwen shall not be required to take such action if
      in
      its sole business judgment Ocwen 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 Ocwen 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, Ocwen 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. Ocwen is also
      authorized, to the extent permitted under the related Mortgage Note, 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 current
      underwriting criteria of Ocwen for a mortgage loan similar to the related Ocwen
      Mortgage Loan. In connection with any assumption, modification or substitution,
      Ocwen 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. Ocwen
      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 Ocwen in respect of an assumption,
      modification or substitution of liability agreement shall be retained by Ocwen
      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. Ocwen shall notify
      the Trustee, the Master Servicer, the Trust Administrator and the related
      Custodian that any such substitution, modification or assumption agreement
      has
      been completed by forwarding to the related Custodian the executed original
      of
      such substitution 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, Ocwen shall
      not be deemed to be in default, breach or any other violation of its obligations
      hereunder by reason of any assumption of an Ocwen Mortgage Loan by operation
      of
      law or by the terms of the Mortgage Note or any assumption which Ocwen may
      be
      restricted by law from preventing, for any reason whatsoever. 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)  (i)Ocwen
      shall use its reasonable efforts, consistent with the Servicing Standard, to
      foreclose upon or otherwise comparably convert the ownership of properties
      securing such of the Ocwen 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. Ocwen 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 Ocwen
      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, Ocwen 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 Ocwen Mortgage Loan after reimbursement to itself
      for
      such expenses.

     

    (ii) With
      respect to any second lien Ocwen Mortgage Loan, if Ocwen determines that no
      significant recovery is possible through foreclosure proceedings or other
      liquidation of the related Mortgage Property it may elect to charge off the
      related Ocwen Mortgage Loan (each such Ocwen Mortgage Loan, a “Charged Off
      Loan”) at the time the related first lien mortgage loan has been liquidated or
      at any time thereafter; provided, however, if a second lien Ocwen Mortgage
      Loan
      is 365 days Delinquent and the related first lien mortgage loan is not in
      foreclosure, such Ocwen Mortgage Loan will be charged off immediately.


     

    Each
      Charged Off Loan will be serviced in accordance with the terms of this Agreement
      until the date of charge off. Once such an Ocwen Mortgage Loan has been charged
      off, Ocwen will discontinue making Advances, Ocwen will not be entitled to
      any
      additional servicing compensation (subject to paragraph (a)(iii) below), the
      Charged Off Loan will give rise to a Realized Loss, and Ocwen will follow the
      procedures described in paragraph (a)(iii) below. 

     

    (iii) Ocwen
      will not be entitled to any Servicing Fees or reimbursement of expenses in
      connection with such Charged Off Loans except to the extent of funds available
      from the aggregate amount of recoveries on such Charged Off Loan which shall
      be
      paid to Ocwen as any accrued and unpaid Servicing Fees and reimbursement of
      expenses. Ocwen will only be entitled to previously accrued Servicing Fees
      on
      any such Charged Off Loans and will not be entitled to receive any future
      unaccrued Servicing Fees or expenses from collections on such Charged Off Loans.
      Any recoveries on such Charged Off Loans (net of accrued and unpaid Servicing
      Fees for the number of full Monthly Payments collected and out-of-pocket
      expenses) will be treated as Liquidation Proceeds distributable by the Trustee
      to the Holders of the Class X Certificates pursuant to Section
      4.01(c)(vii).

     

    Upon
      the
      request of the majority Holder of the Class X Certificates, any Charged Off
      Loan
      will be transferred to such Holder, without recourse (a “Released Loan”) and
      thereafter (i) those Holders will be entitled to any amounts subsequently
      received in respect of any such Charged Off Loans, (ii) the Holders of the
      Class
      X Certificates may designate any servicer to service any such Released Loan
      and
      (iii) the Holders of the Class X Certificates may sell any such Charged Off
      Loan
      to a third party. With respect to any Released Loan, the Trustee or the related
      Custodian, upon receipt of a Request for Release, shall release to the majority
      Holder of the Class X Certificates the related Mortgage File and shall execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, as shall be furnished to it and as shall be necessary to vest in
      the
      majority Holder of the Class X Certificates any Released Loan 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).

     

    Notwithstanding
      the foregoing, the procedures described above in this subsection 3.16(a)(iii)
      relating to the treatment of Charged Off Loans may be modified at any time
      at
      the discretion of the Holders of a majority Percentage Interest of the Class
      X
      Certificates, with the reasonable consent of Ocwen.

     

    (b)  Notwithstanding
      the foregoing provisions of this Section 3.16 or any other provision of this
      Agreement, with respect to any Ocwen Mortgage Loan as to which Ocwen has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, Ocwen 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,
      the
      Trust Administrator, Ocwen 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 Ocwen 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.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.16 shall be
      advanced by Ocwen, subject to Ocwen’s right to be reimbursed therefor from the
      Collection Account as provided in Section 3.11 (ix), 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 Ocwen Mortgage Loan
      or
      other Ocwen Mortgage Loans.

     

    If
      Ocwen
      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 Ocwen shall take such action as
      it
      deems to be in the best economic interest of the Trust Fund; provided that
      any
      amounts disbursed by Ocwen 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 Ocwen, subject to
      Ocwen’s right to be reimbursed therefor from the Collection Account as provided
      in Section 3.11 (ix), 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 Ocwen Mortgage Loan or other Ocwen Mortgage
      Loans.

     

    (c)  Ocwen
      may, at its option, purchase an Ocwen Mortgage Loan which has become 90 or
      more
      days delinquent or for which Ocwen has accepted a deed in lieu of foreclosure.
      Prior to purchase pursuant to this Section 3.16(c), Ocwen shall be required
      to
      continue to make Advances pursuant to Section 4.04. Ocwen shall not use any
      procedure in selecting Ocwen Mortgage Loans to be repurchased which is
      materially adverse to the interests of the Certificateholders. Ocwen shall
      purchase such delinquent Ocwen Mortgage Loan at a price equal to the Purchase
      Price of such Ocwen Mortgage Loan. Any such purchase of an Ocwen Mortgage Loan
      pursuant to this Section 3.16(c) shall be accomplished by deposit in the
      Collection Account of the amount of the Purchase Price. Upon the satisfaction
      of
      the requirements set forth in Section 3.17(a), the Trustee shall immediately
      deliver the Mortgage File and any related documentation to Ocwen and will
      execute such documents provided to it as are necessary to convey the Ocwen
      Mortgage Loan to Ocwen.

     

    (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 Ocwen Mortgage Loan, will
      be applied in the following order of priority: first, to unpaid Servicing Fees;
      second, to reimburse Ocwen or any Sub-Servicer for any related unreimbursed
      Servicing Advances pursuant to Section 3.11(iii) and Advances pursuant to
      Section 3.11(ii); third, to accrued and unpaid interest on the Ocwen 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 Ocwen Mortgage Loan. If the amount of the recovery so allocated
      to interest is less than the full amount of accrued and unpaid interest due
      on
      such Ocwen Mortgage Loan, the amount of such recovery will be allocated by
      Ocwen
      as follows: first, to unpaid Servicing Fees; and second, to the balance of
      the
      interest then due and owing. The portion of the recovery so allocated to unpaid
      Servicing Fees shall be reimbursed to Ocwen or any Sub-Servicer pursuant to
      Section 3.11(iii). 

     

    
      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)  Upon
      the
      payment in full of any Ocwen Mortgage Loan, or the receipt by Ocwen of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, Ocwen shall deliver to the Trustee, in written (with two executed
      copies) or electronic format, a Request for Release in the form of Exhibit
      E
      hereto (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 or its
      designee of the Mortgage File. Upon receipt of such certification and request,
      the Trustee shall, within five Business Days, release the related Mortgage
      File
      to Ocwen or its designee (which shall be sent by overnight mail at Ocwen’s
      expense) and Ocwen is authorized to cause the removal from the registration
      on
      the MERS® System of any such Ocwen Mortgage Loan, if applicable. Except as
      otherwise provided herein, 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 Ocwen
      Mortgage Loan, including, for this purpose, collection under any insurance
      policy relating to the Ocwen Mortgage Loans, the Trustee shall, upon any request
      made by or on behalf of Ocwen 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 hereto 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 Ocwen or its designee
      within five Business Days, and the Trustee shall, at the written direction
      of
      Ocwen, execute such documents provided to it by Ocwen as shall be necessary
      to
      the prosecution of any such proceedings. Such Request for Release shall obligate
      Ocwen to return each and every document previously requested from the Mortgage
      File to the Trustee when the need therefor by Ocwen no longer exists, unless
      the
      Ocwen Mortgage Loan has been liquidated and the Liquidation Proceeds relating
      to
      the Ocwen 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 Ocwen 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, Ocwen 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 (or in a mutually
      agreeable electronic format that will, in lieu of a signature on its face,
      originate from a Servicing Officer), from a Servicing Officer stating that
      such
      Ocwen 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 Ocwen Mortgage
      Loan has become an REO Property, such Ocwen Mortgage Loan shall be released
      by
      the Trustee to Ocwen or its designee within five Business Days.

     

    (c)  Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to Ocwen and the Sub-Servicer, as the case may be, copies of any court
      pleadings, requests for trustee’s sale or other documents reasonably 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 its activities hereunder, Ocwen shall be entitled to the
      Servicing Fee with respect to each Ocwen Mortgage Loan payable solely from
      payments of interest in respect of such Ocwen Mortgage Loan, subject to Section
      3.24. In addition, Ocwen 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(iii) and out of amounts derived from the
      operation and sale of an REO Property serviced by it to the extent permitted
      by
      Section 3.23. Except as provided in Section 3.29 or Section 6.04, 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 Ocwen’s responsibilities and obligations
      under this Agreement; provided, however, that Ocwen 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 Ocwen only to the extent such fees or charges
      are
      received by Ocwen. Ocwen shall also be entitled pursuant to Section 3.11(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.
      Ocwen shall also be entitled to receive Prepayment Interest Excess pursuant
      to
      Section 3.10 and Section 3.11 as additional servicing compensation. Ocwen 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.

     

    
      	SECTION
              3.19  	
              Reports;
                Collection Account Statements.

            


    

     

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

     

    
      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


    

     

    On
      or
      before March 15th
      of each
      calendar year (with no cure period), commencing in 2008, Ocwen shall deliver
      or
      otherwise make available to the Trust Administrator and
      the
      Master Servicer
      a
      statement of compliance addressed to the Master Servicer and the Depositor
      and
      signed by an authorized officer of Ocwen, to the effect that (a) a review of
      Ocwen’s activities during the immediately preceding calendar year (or applicable
      portion thereof) and of its performance under this Agreement during such period
      has been made under such officer’s supervision, and (b) to the best of such
      officers’ knowledge, based on such review, Ocwen has fulfilled all of its
      obligations under this Agreement in all material respects throughout such
      calendar year (or applicable portion thereof) or, if there has been a failure
      to
      fulfill any such obligation in any material respect, specifically identifying
      each such failure known to such officer and the nature and the status thereof.
      

     

    Ocwen
      shall deliver, or cause to be delivered, 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)(i), (ii) or (iii),
      to
      which Ocwen has delegated any servicing responsibilities with respect to the
      Ocwen Mortgage Loans, to the Trust Administrator as described above as and
      when
      required with respect to Ocwen.

     

    Each
      of
      the Master Servicer and Trust Administrator shall deliver, or cause to be
      delivered, 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)(i), (ii) or (iii), to which the Master Servicer has
      delegated any servicing responsibilities with respect to the Ocwen Mortgage
      Loans, to the Trust Administrator as described above as and when required with
      respect to the Master Servicer.

     

    Each
      of
      the Master Servicer and the Trust Administrator shall also provide an Annual
      Statement of Compliance, as and when provided above.

     

    Each
      of
      Ocwen, the Master Servicer and the Trust Administrator (each, an “Indemnifying
      Party”) shall indemnify and hold harmless the Depositor, the Master Servicer,
      Ocwen, the Trust Administrator and their officers, directors and Affiliates,
      as
      applicable, from and against any actual losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that such Person may sustain based upon a breach
      of
      the obligations of such Indemnifying Party under this Section 3.20.

     

    
      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (A) On
      or
      before March 15th
      of each
      calendar year (with no cure period), commencing in 2008, Ocwen
      shall:

     

    (i)  deliver
      to the Trust Administrator and the Master Servicer a report (in form and
      substance reasonably satisfactory to the Depositor, the Master Servicer and
      the
      Trust Administrator) regarding Ocwen’s assessment of compliance with the
      Relevant Servicing Criteria during the immediately preceding calendar year,
      as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
      Regulation AB. Such report shall be addressed to the Master Servicer and the
      Depositor and signed by an authorized officer of Ocwen and shall address each
      of
      the Relevant Servicing Criteria specified substantially on Exhibit S hereto
      (or
      those Servicing Criteria otherwise mutually agreed to by the Depositor, the
      Master Servicer and Ocwen in response to evolving interpretations of Regulation
      AB;

     

    (ii)  deliver
      to the Trust Administrator and the Master Servicer a report of a registered
      public accounting firm reasonably acceptable to the Master Servicer, the
      Depositor and the Trust Administrator that attests to, and reports on, the
      assessment of the compliance made by Ocwen and delivered pursuant to the
      .preceding paragraph. Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Exchange Act;

     

    (iii)  cause
      each Sub-Servicer and each Subcontractor, determined by Ocwen pursuant to
      Section 4.24(b) to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, to deliver to the Trust Administrator,
      the Master Servicer and the Depositor an assessment of compliance and
      accountants’ attestation as and when provided in paragraphs (i) and (ii) of this
      Section 3.21; and

     

    (iv)  pursuant
      to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each
      Subcontractor, determined by Ocwen pursuant to Section 4.24(b) to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, to deliver to the Master Servicer a certification substantially
      in the form attached hereto as Exhibit N-2.

     

    Each
      assessment of compliance provided by a Sub-Servicer pursuant to Section
      3.21(iii) shall address each of the Relevant Servicing Criteria applicable
      to
      Ocwen in Exhibit S. An assessment of compliance provided by a Subcontractor
      pursuant to Section 3.21(iii) need not address any elements of the Relevant
      Servicing Criteria other than those specified by Ocwen pursuant to Section
      3.02.

     

    Ocwen
      acknowledges that the Master Servicer may rely on the certification provided
      by
      Ocwen pursuant clause (iv) above in signing the Certification and filing such
      with the Commission. Neither the Master Servicer nor the Depositor will request
      delivery of a certification under clause (iv) above unless the Depositor is
      required under the Exchange Act to file an annual report on Form 10-K with
      respect to an issuing entity whose asset pool includes Ocwen Mortgage
      Loans.

     

    Each
      of
      the Master Servicer, the Trust Administrator and each Custodian shall also
      provide, and each such party and the Trustee shall cause any Sub-servicer or
      Subcontractor engaged by it to provide an Assessment of Compliance and
      Attestation Report, as and when provided above, which shall at a minimum address
      each of the Servicing Criteria specified on Exhibit O hereto which are indicated
      as applicable to each such party. Notwithstanding the foregoing, as to any
      trustee, an Assessment of Compliance is not required to be delivered unless
      it
      is required as part of Form 10-K with respect to the Trust Fund.

     

    Each
      of
      Ocwen, the Master Servicer, the Trustee (in its capacity as a Custodian) and
      the
      Trust Administrator shall indemnify and hold harmless the Depositor, the Master
      Servicer, Ocwen and the Trust Administrator and their officers, directors and
      Affiliates from and against any actual losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that such Person may sustain based upon a breach
      of
      the obligations of such Indemnifying Party under this Section 3.21.

     

    
      	 	
              (B)

            	
              Remedies
                Regarding Statements as to Compliance, Assessments of Compliance
                and
                Attestation Reports.

            


    

     

    Any
      failure by Ocwen, any Sub-Servicer or any Subcontractor to deliver any
      information, report, certification or accountants’ letter when and as required
      under Section 3.20 or Section 3.21, including (except as provided below) any
      failure by Ocwen to identify any Subcontractor “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, shall constitute a
      Servicer Event of Termination, and the Trustee may (at the direction of the
      Depositor) terminate the rights and obligations of Ocwen under this Agreement
      without payment (notwithstanding anything in this Agreement to the contrary)
      of
      any compensation to Ocwen (other than Ocwen’s rights to reimbursement of
      unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing
      Fees in the manner provided in this Agreement); provided that to the extent
      that
      any provision of this Agreement expressly provides for the survival of certain
      rights or obligations following termination of Ocwen as servicer, such provision
      shall be given effect.

     

    Neither
      the Trustee nor the Depositor shall be entitled to terminate the rights and
      obligations of Ocwen pursuant to this subparagraph (B)(i) if a failure of Ocwen
      to identify a Subcontractor “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB was attributable solely to the role or
      functions of such Subcontractor with respect to mortgage loans other than the
      Mortgage Loans. 

     

    
      	SECTION
              3.22  	
              Access
                to Certain Documentation.

            


    

     

    Ocwen
      shall provide to the Trustee, the Trust Administrator and the Depositor, at
      the
      request of the Office of the Controller of the Currency, 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,
      access to the documentation regarding the Ocwen 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 Ocwen designated by it. In addition, upon receipt of 5 days written notice,
      access to the documentation regarding the Ocwen Mortgage Loans required by
      applicable laws and regulations will be provided to such Certificateholder,
      the
      Trustee, the Trust Administrator, the Master Servicer and to any Person
      identified to Ocwen as a prospective transferee of a Certificate subject to
      the
      execution of a confidentiality agreement in form and substance satisfactory
      to
      Ocwen, upon reasonable request during normal business hours at the offices
      of
      Ocwen designated by it at the expense of the Person requesting such access.
      Nothing in this Section 3.22 shall derogate from the obligation of any such
      party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not constitute
      a
      breach of this Section 3.22. Nothing in this Section 3.22 shall require Ocwen
      to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. Ocwen shall not be required to make
      copies of or ship documents to any party unless provisions have been made for
      the reimbursement of the costs thereof which shall in no event be reimbursable
      by the Trustee.

     

    Ocwen
      agrees to fully furnish, in accordance with the Fair Credit Reporting Act and
      its implementing regulations, accurate and complete information (e.g.,
      favorable and unfavorable) on its borrower credit files to Equifax, Experian
      and
      Trans Union Credit Information Servicer, on a monthly basis.

     

    
      	SECTION
              3.23  	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

    (a)  The
      deed
      or certificate of sale of any REO Property serviced by Ocwen shall, subject
      to
      applicable laws, be taken in the name of the Trustee, or its nominee, in trust
      for the benefit of the Certificateholders. Ocwen, on behalf of REMIC 1, shall
      sell any such REO Property as soon as practicable 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 Ocwen shall have delivered to the
      Trustee an Opinion of Counsel, addressed to the Trustee 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. Ocwen
      shall
      manage, conserve, protect and operate each REO Property serviced by it 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)  Ocwen
      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 serviced by it
      an
      account held in trust for the Trustee for the benefit of the Certificateholders
      (the “REO Account”), which shall be an Eligible Account. Ocwen shall be
      permitted to allow the Collection Account to serve as the REO Account, subject
      to separate ledgers for each REO Property serviced by it. Ocwen shall be
      entitled to retain or withdraw any interest income paid on funds deposited
      in
      the REO Account.

     

    (c)  Ocwen
      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 serviced by it as are consistent with the manner in which
      Ocwen
      manages and operates similar property owned by Ocwen 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 Ocwen deems to be in the best
      interests of Certificateholders. In connection therewith, Ocwen 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 Ocwen’s receipt thereof, and shall thereafter deposit in
      the REO Account, in no event more than two Business Days after Ocwen’s receipt
      thereof, all revenues received by it with respect to an REO Property serviced
      by
      it and shall withdraw therefrom funds necessary for the proper operation,
      management and maintenance of such REO Property including, without
      limitation:

     

    
      	(1)  	
              all
                insurance premiums due and payable in respect of such REO
                Property;

            


    

     

    
      	(2)  	
              all
                real estate taxes and assessments in respect of such REO Property
                that may
                result in the imposition of a lien thereon;
                and

            


    

     

    
      	(3)  	
              all
                costs and expenses necessary to maintain, operate and dispose of
                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, Ocwen shall advance from its
      own
      funds such amount as is necessary for such purposes if, but only if, Ocwen
      would
      make such advances if Ocwen owned the REO Property and if in Ocwen’s judgment,
      the payment of such amounts will be recoverable from the rental or sale of
      the
      REO Property.

     

    Notwithstanding
      the foregoing, neither Ocwen nor the Trustee shall:

     

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

     

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

     

    (iii)  authorize
      any construction on any such 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

     

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

     

    unless,
      in any such case, Ocwen has obtained an Opinion of Counsel, provided to the
      Trust Administrator and the Master Servicer, 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 Ocwen may take such actions as are specified in such
      Opinion of Counsel.

     

    Ocwen
      may
      contract with any Independent Contractor for the operation and management of
      any
      REO Property serviced by it, provided that:

     

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

     

    (ii)  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 Ocwen as
      soon
      as practicable, but in no event later than thirty days following the receipt
      thereof by such Independent Contractor;

     

    (iii)  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
      Ocwen 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

     

    (iv)  Ocwen
      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.

     

    Ocwen
      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 Ocwen by such Independent Contractor, and nothing in this
      Agreement shall be deemed to limit or modify such indemnification. Ocwen shall
      be solely liable for all fees owed by it to any such Independent Contractor,
      irrespective of whether Ocwen’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 Ocwen, such amounts shall be reimbursable as Servicing Advances
      made
      by Ocwen.

     

    (d)  In
      addition to the withdrawals permitted under Section 3.23(c), Ocwen may from
      time
      to time make withdrawals from the REO Account for any REO Property serviced
      by
      it: (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, Ocwen
      shall withdraw from each REO Account maintained by it and remit to the Trust
      Administrator for 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 prior calendar month, 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 Ocwen in a manner, at such price and upon such terms and
      conditions as shall be normal and usual in the 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 Ocwen or any Sub-Servicer as provided above, shall be
      remitted to the Trust Administrator for deposit 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)  Ocwen
      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 the Code. Such reports shall be in form and
      substance sufficient to meet the reporting requirements of the
      Code.

     

    
      	SECTION
              3.24  	
              Obligations
                of Ocwen in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    Ocwen
      shall deliver to the Trust Administrator for deposit into the Distribution
      Account on each Servicer Remittance Date from its own funds (or from a
      Sub-Servicer’s own funds received by Ocwen in respect of Compensating Interest)
      an amount equal to the lesser of (a) the amount, if any, by which the Prepayment
      Interest Shortfall for the related Prepayment Period exceeds the Prepayment
      Interest Excess for the related Prepayment Period, and (b) the amount of the
      Servicing Fee payable to Ocwen for such Distribution Date. Ocwen shall not
      be
      obligated to pay Compensating Interest with respect to Relief Act Interest
      Shortfalls.

     

    
      	SECTION
              3.25  	
              Obligations
                of Ocwen in Respect of Monthly Payments. 

            


    

     

    In
      the
      event that a shortfall in any collection on or liability with respect to the
      Ocwen
      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
      Ocwen in a manner not consistent with the terms of the related Mortgage Note
      and
      this Agreement, Ocwen, 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 Trust Administrator, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. If amounts paid by Ocwen with respect to any Ocwen
      Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from
      the
      related Mortgagor, Ocwen shall be permitted to reimburse itself for such amounts
      paid by it pursuant to this Section 3.25 from such recoveries. Notwithstanding
      the foregoing, this Section 3.25 shall not limit the ability of Ocwen to seek
      recovery of any such amounts from the related Mortgagor under the terms of
      the
      related Mortgage Note, as permitted by law.

     

    
      	SECTION
              3.26  	
              [Reserved].

            


    

     

    
      	SECTION
              3.27  	
              [Reserved].

            


    

     

    
      	SECTION
              3.28  	
              Late
                Remittance.

            


    

     

    With
      respect to any remittance received by the Master
      Servicer after
      the
      day on which such payment was due, Ocwen shall pay to the Master Servicer
      interest on any such late payment at an annual rate equal to the Prime Rate,
      adjusted as of the date of each change, plus three percentage points, but in
      no
      event greater than the maximum amount permitted by applicable law. Such interest
      shall be deposited in the Distribution Account by Ocwen on the date such late
      payment is made and shall cover the period commencing with the day such payment
      was due and ending with the Business Day on which such payment is made, both
      inclusive. Such interest shall be remitted along with the distribution payable
      on the next succeeding Servicer Remittance Date. The payment by Ocwen of any
      such interest shall not be deemed an extension of time for payment or a waiver
      of any Servicer Event of Termination.

     

    
      	SECTION
              3.29  	
              Advance
                Facility.

            


    

     

    Ocwen
      is
      hereby authorized to enter into a financing or other facility (any such
      arrangement, an “Advance Facility”) under which (1) Ocwen sells, assigns or
      pledges to another Person (together with such Person’s successors and assigns,
      an “Advancing Person”) Ocwen’s rights under this Agreement to be reimbursed for
      any Advances or Servicing Advances and/or (2) an Advancing Person agrees to
      fund
      some or all Advances and/or Servicing Advances required to be made by Ocwen
      pursuant to this Agreement. Ocwen is hereby authorized to assign its rights
      to
      the Servicing Fee and to pledge any applicable servicing rights; it being
      understood that neither the Trust Fund nor any party hereto shall have a right
      or claim (including without limitation any right of offset) to the portion
      of
      the Servicing Fee so assigned. No consent of the Depositor, the Master Servicer,
      the Trustee, the Trust Administrator, the Certificateholders or any other party
      shall be required before Ocwen may enter into an Advance Facility. Ocwen shall
      notify each other party to this Agreement prior to or promptly after entering
      into or terminating any Advance Facility. Notwithstanding the existence of
      any
      Advance Facility under which an Advancing Person agrees to fund Advances and/or
      Servicing Advances on Ocwen’s behalf, Ocwen shall remain obligated pursuant to
      this Agreement to make Advances and Servicing Advances pursuant to and as
      required by this Agreement. If Ocwen enters into an Advance Facility, and for
      so
      long as an Advancing Person remains entitled to receive reimbursement for any
      Advances including Nonrecoverable Advances (“Advance Reimbursement Amounts”)
      and/or Servicing Advances including Nonrecoverable Advances (“Servicing Advance
      Reimbursement Amounts” and together with Advance Reimbursement Amounts,
“Reimbursement Amounts”) (in each case to the extent such type of Reimbursement
      Amount is included in the Advance Facility), as applicable, pursuant to this
      Agreement, then, Ocwen shall identify such Reimbursement Amounts consistent
      with
      the reimbursement rights set forth in Section 3.11(ii), (iii), (vi) and (vii)
      and remit such Reimbursement Amounts in accordance with Section 3.10(b) or
      otherwise in accordance with the documentation establishing the Advance Facility
      to such Advancing Person or to a trustee, agent or custodian (an “Advance
      Facility Trustee”) designated by such Advancing Person. Notwithstanding anything
      to the contrary herein, in no event shall Advance Reimbursement Amounts or
      Servicing Advance Reimbursement Amounts be included in the Available Funds
      or
      distributed to Certificateholders.

     

    Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Ocwen Mortgage Loans for which Ocwen would
      be
      permitted to reimburse itself in accordance with this Agreement, assuming Ocwen
      or the Advancing Person had made the related Advance(s) and/or Servicing
      Advance(s). Notwithstanding the foregoing, except with respect to reimbursement
      of Nonrecoverable Advances as set forth in this Agreement, no Person shall
      be
      entitled to reimbursement from funds held in the Collection Account for future
      distribution to Certificateholders pursuant to this Agreement. None of the
      Depositor, the Master Servicer, the Trustee or the Trust Administrator shall
      have any duty or liability with respect to the calculation or payment of any
      Reimbursement Amount, nor shall the Depositor, the Master Servicer, the Trustee
      or the Trust Administrator shall have any responsibility to track or monitor
      the
      administration of the Advance Facility or the payment of Reimbursement Amounts
      to the related Advancing Person or Advance Facility Trustee. Ocwen shall
      maintain and provide to any successor servicer and (upon request) the Trust
      Administrator a detailed accounting on a loan by loan basis as to amounts
      advanced by, sold, pledged or assigned to, and reimbursed to any Advancing
      Person. The successor servicer and the Trust Administrator shall be entitled
      to
      rely on any such information provided by the predecessor servicer, and the
      successor servicer and the Trust Administrator shall not be liable for any
      errors in such information.

     

    An
      Advancing Person who receives an assignment or pledge of the rights to be
      reimbursed for Advances and/or Servicing Advances, and/or whose obligations
      hereunder are limited to the funding or purchase of Advances and/or Servicing
      Advances shall not be required to meet the criteria for qualification of a
      subservicer set forth in this Agreement.

     

    Reimbursement
      Amounts distributed with respect to each Ocwen Mortgage Loan shall be allocated
      to outstanding unreimbursed Advances or Servicing Advances (as the case may
      be)
      made with respect to that Ocwen Mortgage Loan on a “first in, first out” (FIFO)
      basis. Such documentation shall also require Ocwen to provide to the related
      Advancing Person or Advance Facility Trustee loan by loan information with
      respect to each Reimbursement Amount distributed to such Advancing Person or
      Advance Facility Trustee, to enable the Advancing Person or Advance Facility
      Trustee to make the FIFO allocation of each Reimbursement Amount with respect
      to
      each Ocwen Mortgage Loan. Ocwen shall remain entitled to be reimbursed for
      all
      Advances and Servicing Advances funded by Ocwen to the extent the related rights
      to be reimbursed therefor have not been sold, assigned or pledged to an
      Advancing Person.

     

    Ocwen
      shall indemnify the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer, any successor servicer and the Trust Fund for any loss, liability
      or
      damage resulting from any claim by the related Advancing Person, except to
      the
      extent that such claim, loss, liability or damage resulted from or arose out
      of
      negligence, recklessness or willful misconduct or breach of its duties hereunder
      on the part of the Depositor, the Master Servicer, the Trustee, the Trust
      Administrator or any successor servicer.

     

    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 Advance 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, the Trust
      Administrator, the Depositor, the Master Servicer and Ocwen without the consent
      of any Certificateholder, provided such amendment complies with Section 11.01
      hereof. All reasonable costs and expenses (including attorneys’ fees and
      expenses) of each party hereto of any such amendment shall be borne solely
      by
      Ocwen. Prior to entering into an Advance Facility, Ocwen shall notify the
      Advancing Person in writing that: (a) the Advances and/or Servicing Advances
      purchased, financed by and/or pledged to the Advancing Person are obligations
      owed to Ocwen on a non-recourse basis payable only from the cash flows and
      proceeds received under this Agreement for reimbursement of Advances and/or
      Servicing Advances only to the extent provided herein, and the Trustee, the
      Trust Administrator, the Master Servicer and the Trust are not otherwise
      obligated or liable to repay any Advances and/or Servicing Advances financed
      by
      the Advancing Person; (b) Ocwen will be responsible for remitting to the
      Advancing Person the applicable amounts collected by it as reimbursement for
      Advances and/or Servicing Advances funded by the Advancing Person, subject
      to
      the restrictions and priorities created in this Agreement; and (c) neither
      the
      Trustee nor the Trust Administrator shall have any responsibility to track
      or
      monitor the administration of the Advance Facility between Ocwen and the
      Advancing Person.

     

    This
      Section 3.29 may not be amended or otherwise modified without the prior written
      consent of the related Advancing Person.

     

    
      	SECTION
              3.30  	
              Solicitations.

            


    

     

    From
      and
      after the Closing Date, Ocwen 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 Ocwen’s 

     

    behalf,
      to personally, by telephone, mail or electronic mail, solicit the Mortgagor
      under any 

     

    Ocwen
      Mortgage Loan for the purpose of refinancing such Ocwen Mortgage Loan; provided,
      that the Servicer may solicit any Mortgagor for whom Ocwen 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 Ocwen 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 

     

    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 Ocwen prohibited from


     

    responding
      to unsolicited requests or inquiries made by a Mortgagor or an agent of a
      Mortgagor. 

     

    Furthermore,
      Ocwen shall be permitted to include in its monthly statements to 

     

    borrowers
      or otherwise, statements regarding the availability of Ocwen’s counseling


     

    services
      with respect to refinancing mortgage loans.

     

     

     

    ARTICLE
      IIIA

     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS

     

    
      	SECTION
              3A.01  	
              Master
                Servicer to Act as Master Servicer.

            


    

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of each
      Servicer to service and administer the Mortgage Loans serviced by it in
      accordance with the terms of this Agreement or the related Servicing Agreement
      and shall have full power and authority to do any and all things which it may
      deem necessary or desirable in connection with such master servicing and
      administration. In performing its obligations hereunder, the Master Servicer
      shall act in a manner consistent with Accepted Master Servicing Practices.
      Furthermore, the Master Servicer shall oversee and consult with the Servicer
      as
      necessary from time-to-time to carry out the Master Servicer’s obligations
      hereunder, shall receive, review and evaluate all reports, information and
      other
      data provided to the Master Servicer by the related Servicer and shall cause
      each Servicer to perform and observe the covenants, obligations and conditions
      to be performed or observed by such Servicer under this Agreement or the related
      Servicing Agreement. The Master Servicer shall independently monitor each
      Servicer’s servicing activities with respect to each Mortgage Loan, reconcile
      the results of such monitoring with such information provided in the previous
      sentence on a monthly basis and coordinate corrective adjustments to such
      Servicer’s and the Master Servicer’s records, and based on such reconciled and
      corrected information, the Master Servicer shall provide such information to
      the
      Trust Administrator as shall be necessary in order for it to prepare the
      statements specified in Section 4.02, and prepare any other information and
      statements required to be forwarded by the Master Servicer hereunder. The Master
      Servicer shall reconcile the results of its Mortgage Loan monitoring with the
      actual remittances of the Servicer to the Distribution Account pursuant to
      Section 3A.11.

     

    The
      Trustee shall furnish each Servicer and the Master Servicer with any powers
      of
      attorney and other documents in form as provided to it necessary or appropriate
      to enable such Servicer and the Master Servicer to service and administer the
      Mortgage Loans and REO Properties.

     

    The
      Trustee and the Trust Administrator shall provide access to the records and
      documentation in possession of the Trustee or the Trust Administrator, as
      applicable, regarding the Mortgage Loans and REO Properties and the servicing
      thereof to the Certificateholders, the FDIC, and the supervisory agents and
      examiners of the FDIC, such access being afforded only upon reasonable prior
      written request and during normal business hours at the office of the Trustee
      or
      the Trust Administrator, as applicable; provided, however, that, unless
      otherwise required by law, neither the Trustee nor the Trust Administrator
      shall
      be required to provide access to such records and documentation if the provision
      thereof would violate the legal right to privacy of any Mortgagor. The Trustee
      and the Trust Administrator shall allow representatives of the above entities
      to
      photocopy any of the records and documentation and shall provide equipment
      for
      that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
      applicable, actual costs. In addition, the Trustee shall, upon request of the
      Depositor, give the Depositor access to the Mortgage Files in its possession,
      such access being afforded only upon reasonable prior written request and during
      normal business hours at the office of the Trustee. 

     

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

     

    
      	SECTION
              3A.02  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.03  	
              Monitoring
                of Servicers.

            


    

     

    In
      the
      review of each Servicer’s activities, the Master Servicer may rely upon an
      Officers’ Certificate of the related Servicer (or similar document signed by a
      Servicing Officer of the related Servicer) with regard to such Servicer’s
      compliance with the terms of this Agreement or the related Servicing Agreement.
      In the event that the Master Servicer, in its judgment, determines that a
      Servicer should be terminated in accordance with the terms hereof or thereof,
      or
      that a notice should be sent pursuant to the terms hereof or thereof with
      respect to the occurrence of an event that, unless cured, would constitute
      grounds for such termination, the Master Servicer shall notify the Depositor,
      the Trust Administrator and the Trustee thereof and the Master Servicer shall
      issue such notice or take such other action as it deems
      appropriate.

     

    The
      Master Servicer or (if the Master Servicer is the Servicer) the Trustee, for
      the
      benefit of the Certificateholders, shall enforce the obligations of each
      Servicer under this Agreement or the related Servicing Agreement, and shall,
      in
      the event that it receives notice that a Servicer has failed to perform its
      obligations in accordance with this Agreement or
      the
      related Servicing Agreement,
      subject
      to the preceding paragraph, terminate the rights and obligations of such
      Servicer hereunder or thereunder in accordance with the provisions of Article
      VII or the related Servicing Agreement and act as Servicer of such Mortgage
      Loans or appoint a successor servicer; provided, however, it is understood
      and
      acknowledged by the parties hereto that there will be a period of transition
      (not to exceed 90 days) before the actual servicing functions can be fully
      transferred to such successor servicer. Such enforcement, including, without
      limitation, the legal prosecution of claims and the pursuit of other appropriate
      remedies, shall be in such form and carried out to such an extent and at such
      time as the Master Servicer or Trustee (or such other successor master
      servicer), as applicable, in its good faith business judgment, would require
      were it the owner of such Mortgage Loans. The Master Servicer or the Trustee
      (or
      such other successor master servicer), as applicable, shall pay the costs of
      such enforcement at its own expense, provided that the Master Servicer or the
      Trustee (or such other successor master servicer), as applicable, shall not
      be
      required to prosecute or defend any legal action except to the extent that
      the
      Master Servicer or the Trustee (or such other successor master servicer), as
      applicable, shall have received reasonable indemnity for its costs and expenses
      in pursuing such action.

     

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

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee (or
      other successor master servicer)) shall, upon receipt from the related Servicer,
      the Master Servicer or the Trust Administrator, of notice of any failure of
      a
      Servicer to comply with the remittance requirements and other obligations set
      forth in this Agreement or the related Servicing Agreement, enforce such
      obligations after consultation with the Depositor.

     

    If
      the
      Master Servicer or the Trustee, as applicable, acts as a Servicer, it will
      not
      assume liability for the representations and warranties of such Servicer that
      it
      replaces.

     

    
      	SECTION
              3A.04  	
              Fidelity
                Bond.

            


    

     

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

     

    
      	SECTION
              3A.05  	
              Power
                to Act; Procedures.

            


    

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement or the related
      Servicing Agreement; provided, however, that the Master Servicer shall not
      (and,
      consistent with its responsibilities under Article X, shall not permit any
      Servicer to) knowingly or intentionally take any action, or fail to take (or
      fail to cause to be taken) any action reasonably within its control and the
      scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause the Trust
      REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon
      the Trust Fund (including but not limited to the tax on prohibited transactions
      as defined in Section 860F(a)(2) of the Code and the tax on contributions to
      a
      REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer
      has
      received an Opinion of Counsel (but not at the expense of the Master Servicer)
      to the effect that the contemplated action would not cause any REMIC to fail
      to
      qualify as a REMIC or result in the imposition of a tax upon any REMIC. The
      Trustee shall furnish the Master Servicer or the related Servicer, upon written
      request from a Servicing Officer, with any powers of attorney empowering the
      Master Servicer or such Servicer to execute and deliver instruments of
      satisfaction or cancellation, or of partial or full release or discharge, and
      to
      foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
      prosecute or defend in any court action relating to the Mortgage Loans or the
      Mortgaged Property, in accordance with this Agreement or the related Servicing
      Agreement, and the Trustee shall execute and deliver such other documents,
      as
      the Master Servicer may request, to enable the Master Servicer to master service
      and administer the Mortgage Loans and carry out its duties hereunder, in each
      case in accordance with Accepted Master Servicing Practices (and the Trustee
      shall have no liability for misuse of any such powers of attorney by the Master
      Servicer or the related Servicer). If the Master Servicer or the Trustee has
      been advised that it is likely that the laws of the state in which action is
      to
      be taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to Section 8.10
      hereof. In the performance of its duties hereunder, the Master Servicer shall
      be
      an independent contractor and shall not, except in those instances where it
      is
      taking action in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     

    
      	SECTION
              3A.06  	
              Due
                on Sale Clauses; Assumption
                Agreements.

            


    

     

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

     

    
      	SECTION
              3A.07  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.08  	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            


    

     

    The
      Master Servicer and the related Servicer shall transmit to the Trustee (or
      the
      related Custodian on behalf of the Trustee) such documents and instruments
      coming into the possession of the Master Servicer or such Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee, the
      Trust Administrator or the related Custodian. Any funds received by the Master
      Servicer or by the related Servicer in respect of any Mortgage Loan or which
      otherwise are collected by the Master Servicer or by the related Servicer as
      Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
      shall
      be held for the benefit of the Trustee and the Certificateholders subject to
      the
      Master Servicer’s right to retain or withdraw from the Distribution Account the
      Master Servicing Compensation and other amounts provided in this Agreement,
      and
      to the right of the related Servicer to retain its Servicing Fee and other
      amounts as provided in this Agreement. The Master Servicer shall, and subject
      to
      Section 3.22 or subject to the related Servicing Agreement shall cause the
      related Servicer to, provide access to information and documentation regarding
      the Mortgage Loans to the Trust Administrator, its agents and accountants at
      any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

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

     

    
      	SECTION
              3A.09  	
              Compensation
                for the Master Servicer.

            


    

     

    The
      Master Servicer will be entitled to a portion of the Administration Fee and
      all
      income and gain realized from any investment of funds in the Distribution
      Account, pursuant to Section 3A.11 and Section 3A.12, for the performance of
      its
      activities hereunder (the “Master Servicing Compensation”). Servicing
      compensation in the form of assumption fees, if any, late payment charges,
      as
      collected, if any, or otherwise shall be retained by the Servicer in accordance
      with Section 3.18. The Master Servicer shall be required to pay all expenses
      incurred by it in connection with the performance of its duties hereunder and
      shall not be entitled to reimbursement therefor except as provided in this
      Agreement.

     

    
      	SECTION
              3A.10  	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    In
      the
      event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
      the
      Trust Administrator, from its own funds and without right of reimbursement
      (except as described below), not later than the related Distribution Date,
      Compensating Interest in an amount equal to the lesser of (i) the aggregate
      amounts in respect of Compensating Interest required to be paid by the Servicer
      pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
      attributable to Principal Prepayments in full on the Mortgage Loans for the
      related Distribution Date and not so paid by the related
      Servicer
      and (ii) the aggregate compensation payable to the Master Servicer for the
      related collection period under this Agreement. In the event the Master Servicer
      pays any amount in respect of such Compensating Interest prior to the time
      it
      shall have succeeded as successor servicer, the Master Servicer shall be
      subrogated to the Trust Fund’s right to receive such amount from the related
      Servicer. In the event the Trust Fund receives from the related Servicer all
      or
      any portion of amounts in respect of Compensating Interest required to be paid
      by the related Servicer pursuant to Section 3.24 or pursuant to the related
      Servicing Agreement, not so paid by the related Servicer when required, and
      paid
      by the Master Servicer pursuant to this Section 3A.10, then the Master Servicer
      may reimburse itself for the amount of Compensating Interest paid by the Master
      Servicer from such receipts by the Trust Fund.

     

    
      	SECTION
              3A.11  	
              Distribution
                Account. 

            


    

     

    On
      behalf
      of the Trust Fund, the Trust Administrator 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. The
      Distribution Account shall be an Eligible Account. The Master Servicer will
      deposit in the Distribution Account as identified by the Master Servicer and
      as
      received by the Master Servicer, the following amounts:

     

    (i)  Any
      amounts remitted to the Master Servicer by the related Servicer from the
      Collection Account or the related Custodial Account;

     

    (ii)  Any
      Advances received from a Servicer, or made by the Master Servicer or (if the
      Master Servicer is the Servicer) the Trustee (in each case in its capacity
      as
      successor servicer), and any payments of Compensating Interest received from
      the
      related Servicer or made by the Master Servicer (unless, in the case of the
      Master Servicer, such amounts are deposited by the Master Servicer directly
      into
      the Distribution Account);

     

    (iii)  Any
      Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
      the
      Master Servicer or which were not deposited in the Collection
      Account;

     

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

     

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

     

    All
      amounts deposited to the Distribution Account shall be held by the Master
      Servicer in the name of the Trustee in Trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of (A) late payment charges or
      assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges and (B) the items
      enumerated in Section 3A.12(a) (with respect the clearing and termination of
      the
      Distribution Account and with respect to amounts deposited in error), in Section
      3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of Section 3A.12(c),
      need
      not be credited by the Master Servicer to the Distribution Account. In the
      event
      that the Master Servicer shall deposit or cause to be deposited to the
      Distribution Account any amount not required to be credited thereto, the Trustee
      or the Trust Administrator, upon receipt of a written request therefor signed
      by
      a Servicing Officer of the Master Servicer, shall promptly transfer such amount
      to the Master Servicer, any provision herein to the contrary
      notwithstanding.

     

    The
      Trust
      Administrator may direct any depository institution maintaining the Distribution
      Account to invest the funds on deposit in such account or to hold such funds
      uninvested. All investments pursuant to this Section 3A.11 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 Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by a Person other than the Trust Administrator or an Affiliate of the Trust
      Administrator, 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 Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by the Trust Administrator or any Affiliate. All such Permitted Investments
      shall be held to maturity, unless payable on demand. Any investment of funds
      in
      the Distribution Account shall be made in the name of the Trustee, or in the
      name of a nominee of the Trust Administrator. The Trust Administrator shall
      be
      entitled to sole possession over each such investment, and any certificate
      or
      other instrument evidencing any such investment shall be delivered directly
      to
      the Trust Administrator or its agent, together with any document of transfer
      necessary to transfer title to such investment to the Trust Administrator or
      its
      nominee. In the event amounts on deposit in the Distribution Account are at
      any
      time invested in a Permitted Investment payable on demand, the Trust
      Administrator 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 Trust Administrator that such Permitted Investment
      would not constitute a Permitted Investment in respect of funds thereafter
      on
      deposit in the Distribution Account.

     

    All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Master Servicer. The Trust
      Administrator 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 Account immediately upon realization of such loss.

     

    
      	SECTION
              3A.12  	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

    (a)
      The
      Trust Administrator will, from time to time on demand of the Master Servicer,
      a
      Servicer or the Trustee, make or cause to be made such withdrawals or transfers
      from the Distribution Account pursuant to this Agreement. The Trust
      Administrator may clear and terminate the Distribution Account pursuant to
      Section 9.01 and remove amounts from time to time deposited in
      error.

     

    (b)
      On an
      ongoing basis, the Trust Administrator shall withdraw funds from the
      Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
      but not limited to amounts payable to the Servicer or the Depositor pursuant
      to
      Section 6.03(b) or Master Servicer pursuant to Section 6.03(c), and (ii) any
      amounts expressly payable to the Master Servicer as set forth in Section
      3A.09.

     

    (c)
      The
      Trust Administrator may withdraw from the Distribution Account any of the
      following amounts (in the case of any such amount payable or reimbursable to
      the
      related Servicer, only to the extent such Servicer shall not have paid or
      reimbursed itself such amount prior to making any remittance to the Master
      Servicer pursuant to the terms of this Agreement or the related Servicing
      Agreement):

     

    (v)  to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance of its own funds, the right of the Master Servicer
      or
      the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
      being limited to amounts received on a particular Mortgage Loan (including,
      for
      this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and Subsequent Recoveries) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance was made;

     

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

     

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

     

    (viii)  to
      reimburse the Master Servicer for advances of funds (other than Advances) made
      with respect to the Mortgage Loans, and the right to reimbursement pursuant
      to
      this subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
      of the payments for which such advances were made;

     

    (ix)  to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance or Servicing Advance, after a Realized Loss has been
      allocated with respect to the related Mortgage Loan if the Advance or Servicing
      Advance has not been reimbursed pursuant to clauses (i) through
      (iv);

     

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

     

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

     

    (xii)  to
      pay
      compensation to the Trust Administrator on each Distribution Date;

     

    (xiii)  to
      pay
      any amounts in respect of taxes pursuant to Section 10.01(g);

     

    (xiv)  without
      duplication of the amount set forth in clause (iii) above, to pay any
      Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
      from the Distribution Account;

     

    (xv)  without
      duplication of any of the foregoing, to reimburse or pay the related Servicer
      any such amounts as are due thereto under this Agreement and have not been
      retained by or paid to the related Servicer, to the extent provided in this
      Agreement or the related Servicing Agreement and to refund to the related
      Servicer any amount remitted by such Servicer to the Master Servicer in
      error;

     

    (xvi)  to
      pay to
      the Master Servicer, any interest or investment income earned on funds deposited
      in the Distribution Account;

     

    (xvii)  to
      withdraw any amount deposited in the Distribution Account in error;
      and

     

    (xviii)  to
      clear
      and terminate the Distribution Account pursuant to Section 9.01.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of accounting for any reimbursement
      from
      the Distribution Account pursuant to clauses (i) through (v) above or with
      respect to any such amounts which would have been covered by such clauses had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account.

     

    On
      each
      Distribution Date, the Master Servicer or (if the Master Servicer is the
      Servicer) the Trustee (to the extent either of them is obligated to do so as
      a
      successor Servicer) shall remit to the Trust Administrator for deposit in the
      Distribution Account any Advances required to be made, but not made by Ocwen
      or
      any other Servicer and the Master Servicer shall deposit in the Distribution
      Account any Compensating Interest required to be paid by Ocwen or any other
      Servicer, in either such case by the Master Servicer or the Trustee, as
      applicable, with respect to the Mortgage Loans.

     

    


     

    ARTICLE
      IV

     

    FLOW
      OF
      FUNDS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

    (a)  (I)
      On
      each Distribution Date, the Trust Administrator shall, first, withdraw from
      the
      Distribution Account an amount equal to the Credit Risk Manager Fee for such
      Distribution Date and shall pay such amount to the Credit Risk Manager and,
      then, withdraw 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, for such Class;
      and

     

    (ii)  concurrently,
      to the Holders of the 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 clause from the Group II Interest Remittance
      Amount.

     

    (II) On
      each
      Distribution Date the Trust Adminsitrator 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 the 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, for each such Class;
      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 clause from the Group I Interest Remittance
      Amount.

     

    (III) On
      each
      Distribution Date, distributions to the extent of the sum of the Group I
      Interest Remittance Amount and the Group II Interest Remittance Amount remaining
      undistributed for such Distribution Date shall be distributed sequentially,
      to
      the Holders of 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
      (concurrently, to the holders of the Class M-8A Certificates and the Class
      M-8B
      Certificates, on a pro
      rata
      basis
      based on the entitlement of each such class), the Class M-9 Certificates and
      the
      Class M-10 Certificates, in that order, in an amount equal to the Monthly
      Interest Distributable Amount for each such Class.

     

    (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 among the Group II
      Certificates in the priority 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 among Group II Certificates
      in
      the priority 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 Holders of 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
      distributed sequentially, to the Holders of 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 (concurrently, to the holders of the
      Class M-8A Certificates and the Class M-8B Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such class), the Class M-9
      Certificates and the Class M-10 Certificates, in that order, in each case,
      until
      the Certificate Principal Balance thereof has been reduced to zero.

     

    (IV) 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 among Group II Certificates
      in
      the priority described below), an amount equal to the excess, if any, of (x)
      the
      amount required to be distributed pursuant to Section 4.01(b)(V)(i) below for
      such Distribution Date over (y) the amount actually distributed pursuant to
      Section 4.01(b)(V)(i) below from the Group II Principal Distribution Amount
      on
      such Distribution Date.

     

    (V) 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 among Group II Certificates
      in
      the priority 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(b)(IV)(i)
      above for such Distribution Date over (y) the amount actually distributed
      pursuant to Section 4.01(b)(IV)(i) above from the Group I Principal Distribution
      Amount on such Distribution Date.

     

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

     

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

     

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

     

    (iv)  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;

     

    (v)  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;

     

    (vi)  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;

     

    (vii)  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;

     

    (viii)  concurrently,
      to the Holders of the Class M-8 Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such class, the Class M-8
      Principal Distribution Amount, until the Certificate Principal Balance thereof
      have been reduced to zero;

     

    (ix)  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;
      and

     

    (x)  to
      the
      Holders of the Class M-10 Certificates, the Class M-10 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, first, to the Holders of the Class II-A-1
      Certificates, until the Certificate Principal Balance of the Class II-A-1
      Certificates has been reduced to zero; second, to the Holders of the Class
      II-A-2 Certificates, until the Certificate Principal Balance of the Class II-A-2
      Certificates has been reduced to zero; third, to the Holders of the Class II-A-3
      Certificates, until the Certificate Principal Balance of the Class II-A-3
      Certificates has been reduced to zero and fourth, to the Holders of the Class
      II-A-4 Certificates, until the Certificate Principal Balance of the Class II-A-4
      Certificates has been reduced to zero; provided, however, on any Distribution
      Date on which the aggregate Certificate Principal Balance of the Mezzanine
      Certificates and the Class C Certificates has been reduced to zero, all
      principal distributions will be distributed concurrently, to the Holders of
      the
      Senior Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class.

     

    (c)  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) above;

     

    (ii)  sequentially,
      to the Holders of 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 (concurrently, to the holders of the Class M-8A Certificates and
      the Class M-8B Certificates, on a pro
      rata
      basis
      based on the entitlement of each such class), the Class M-9 Certificates and
      the
      Class M-10 Certificates, in that order, 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 aggregate of any Net WAC Rate
      Carryover Amounts for the Floating Rate Certificates which exceed the amounts
      received under the Basis Risk Cap Agreement, without taking into account
      amounts, if any, received
      by the Supplemental Interest Trust Trustee under the Interest Rate Swap
      Agreement or the Cap Trustee under the Interest Rate Cap Agreement;

     

    (iv)  to
      the
      Supplemental Interest Trust Trustee for payment 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 for such Distribution Date and any Overcollateralization Release Amount
      for such Distribution Date and (b) on any Distribution Date on which the
      Certificate Principal Balances of the Floating Rate 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; 

     

    (vii)  to
      the
      Holders of the Class X Certificates, any recoveries in respect of the Charged
      Off Loans; and

     

    (viii)  any
      remaining amounts to the Holders of the Residual Certificates (in respect of
      the
      Class R-4 Interest).

     

    (d)  On
      each
      Distribution Date, after making the distributions of the Available Funds as
      set
      forth above, the Trust Administrator shall withdraw from the Net WAC Rate
      Carryover Reserve Account, to the extent of amounts remaining on deposit
      therein, the aggregate of any Net WAC Rate Carryover Amounts for such
      Distribution Date and distribute such amount in the following order of
      priority:

     

    (i)  concurrently,
      to each Class of Senior Certificates, the related Basis Risk Cap Amount, from
      payments made under the Basis Risk Cap Agreement, in each case up to a maximum
      amount equal to the related Net WAC Rate Carryover Amount for such Distribution
      Date;

     

    (ii)  sequentially,
      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
      (concurrently, to the holders of the Class M-8A Certificates and the Class
      M-8B
      Certificates, on a pro
      rata basis
      based on
      the entitlement of each such class), the Class M-9 Certificates and the Class
      M-10 Certificates, in that order, the related Basis Risk Cap Amount, from
      payments made under the Basis Risk Cap Agreement, in each case up to a maximum
      amount equal to the related Net WAC Rate Carryover Amount for such Distribution
      Date;

     

    (iii)  concurrently,
      to each Class of Senior Certificates, the related Net WAC Rate Carryover Amount
      remaining undistributed pursuant to clause (i) above, on a pro
      rata
      basis
      based on such respective remaining Net WAC Rate Carryover Amounts;
      and

     

    (iv)  sequentially,
      to 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
(concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      the
      Class M-9 Certificates and the Class M-10 Certificates, in that order, the
      related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause
      (ii) above.

     

    (e)  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 Interest Rate 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, the Trust Administrator shall withdraw from amounts on
      deposit in the Swap Account (other than amounts representing Swap Termination
      Payments received by the Supplemental Interest Trust Trustee or Net Swap
      Payments received by the Supplemental Interest Trust Trustee) prior to any
      distribution to any Certificates as follows:

     

    (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 Trust Administrator (in its capacity as
      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 Trust Administrator shall distribute
      the
      amount on deposit in the Swap Account as follows:

     

    (i)  concurrently,
      to each Class of Senior 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 and
      Unpaid Interest Shortfall Amount;

     

    (ii)  sequentially,
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      Class
      M-9 Certificates and Class M-10 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 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;

     

    (iv)  sequentially
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      Class
      M-9 Certificates and Class M-10 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 Senior Certificates, the related Net WAC Rate Carryover Amount,
      to the extent remaining undistributed after distributions are made from the
      Net
      WAC Rate Carryover Reserve Account, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining;

     

    (vi)  sequentially,
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      Class
      M-9 Certificates and Class M-10 Certificates, in that order, the related Net
      WAC
      Rate Carryover Amount, to the extent remaining undistributed after distributions
      are made from the Net WAC Rate Carryover Reserve Account; and

     

    (vii)  any
      remaining amounts to the Holders of the Class C Certificates.

     

    Notwithstanding
      any of the foregoing, the aggregate amount distributed under Section
      4.01(e)(iii) above on such Distribution Date, when added to the cumulative
      amount distributed under Section 4.01(e)(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 Section 4.01(e)(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 Section 4.01(e)(iii)
      above.

     

    (f)  On
      each
      Distribution Date, after making the distributions of the Available Funds, Net
      Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
      Reserve Account and amounts on deposit in the Swap Account as set forth above,
      the Trust Administrator shall distribute the amount on deposit in the Cap
      Account as follows:

     

    (i)  concurrently,
      to each Class of Senior 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 and
      Unpaid Interest Shortfall Amount;

     

    (ii)  sequentially,
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      Class
      M-9 Certificates and Class M-10 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 any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Group I Principal Distribution Amount and/or the Group II Principal Distribution
      Amount;

     

    (iv)  sequentially
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class),
      Class
      M-9 Certificates and Class M-10 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 Senior Certificates, the related Net WAC Rate Carryover Amount,
      to the extent remaining undistributed after distributions are made from the
      Net
      WAC Rate Carryover Reserve Account, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining;

     

    (vi)  sequentially,
      to the 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 (concurrently,
      to the holders of the Class M-8A Certificates and the Class M-8B Certificates,
      on a pro
      rata
      basis
      based on the entitlement of each such class) and
      Class
      M-9 Certificates, in that order, the related Net WAC Rate Carryover Amount,
      to
      the extent remaining undistributed after distributions are made from the Net
      WAC
      Rate Carryover Reserve Account; and

     

    (vii)  any
      remaining amounts to the Sponsor or its designee, as set forth in the Cap
      Allocation Agreement.

     

    (g)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and the Servicer
      Prepayment Charge Payment Amounts paid by the related Servicer during the
      related Prepayment Period will be withdrawn from the Distribution Account and
      distributed by the Trust Administrator 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. 

    

      (h)  On
        each
        Distribution Date, all amounts representing income and gain realized from
        the
        investment of funds deposited in the Distribution Account during the Float
        Period, will be withdrawn from the Distribution Account and distributed by
        the
        Trust Administrator to the Holders of the Class FL 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 FL Certificates
        shall not reduce the Certificate Principal Balances thereof.

       

    

    (i)  The
      Trust
      Administrator shall make distributions in respect of a Distribution Date to
      each
      Certificateholder of record on the related Record Date (other than as provided
      in Section 10.01 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.

     

    (j)  Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, which shall credit the amount of such distribution to the accounts
      of its Depository Participants in accordance with its normal procedures. Each
      Depository Participant shall be responsible for disbursing such distribution
      to
      the Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. All such credits and disbursements
      with respect to a Book-Entry Certificate are to be made by the Depository and
      the Depository Participants in accordance with the provisions of the
      Certificates. None of the Trustee, the Depositor or the Servicer shall have
      any
      responsibility therefor except as otherwise provided by applicable
      law.

     

    On
      each
      Distribution Date, following the foregoing distributions, an amount equal to
      the
      amount of Subsequent Recoveries deposited into the Collection Account pursuant
      to Section 3.10 shall 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 shall 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. Holders of such Certificates will not be entitled to any
      distribution in respect of interest on the amount of such increases for any
      Interest 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 and that the Residual Certificates are to receive no principal
      and interest. If the Trust Administrator determines that the Residual
      Certificates are entitled to any distributions, the Trust Administrator, prior
      to any such distribution to any Residual Certificate, shall notify the Depositor
      of such impending distribution but shall make such distribution in accordance
      with the terms of this Agreement until this Agreement is amended as specified
      in
      the following sentence. 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 to any such amendment
      and
      no further consent shall be necessary, notwithstanding anything to the contrary
      in Section 11.01 of this Pooling and Servicing Agreement; provided, however,
      that such amendment shall otherwise comply with Section 11.01
      hereof.

     

    
      	SECTION
              4.02  	
              [Reserved].

            


    

     

    
      	SECTION
              4.03  	
              Statements.

            


    

     

    (a)  On
      each
      Distribution Date, based, as applicable, on information provided to the Trust
      Administrator by the Master Servicer (which in turn shall be based, as
      applicable, on information provided to the Master Servicer by the Servicers)
      the
      Trust Administrator shall prepare and make available to each Holder of the
      Regular Certificates, each Servicer, the Credit Risk Manager and the Rating
      Agencies, a statement as to the distributions made on such Distribution
      Date:

     

    (i)  the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Regular Certificates, separately identified, 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)  the
      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)  the
      fees
      and expenses of the Trust Fund 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
      Pool
      Balance at the Close of Business at the end of the related Due
      Period;

     

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

     

    (viii)  the
      number and aggregate unpaid Stated Principal Balance of Mortgage Loans (not
      including a Liquidated Mortgage Loan as of the end of the Prepayment Period)
      that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or
      foreclosure and REO Properties) using the OTS Method (as described below) (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, as well as the aggregate principal
      balance of Mortgage Loans that were liquidated and the net proceeds resulting
      therefrom;

     

    (ix)  the
      total
      number and cumulative Stated Principal Balance of all REO Properties as of
      the
      Close of Business of the last day of the calendar month preceding the related
      Distribution Date;

     

    (x)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period, separately indicating Principal Prepayments in full and Principal
      Prepayments in part;

     

    (xi)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period, which will include the aggregate amount of Subsequent Recoveries
      received during the related Prepayment Period and the aggregate amount of
      Realized Losses incurred since the Closing Date, which will include the
      cumulative amount of Subsequent Recoveries received since the Closing
      Date;

     

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

     

    (xiii)  the
      Certificate Principal Balance of each Class of Floating Rate Certificates and
      the Class C Certificates, before and after giving effect to the distributions
      made on such Distribution Date;

     

    (xiv)  the
      Monthly Interest Distributable Amount in respect of the Floating Rate
      Certificates and the Class C Certificates for such Distribution Date and the
      Unpaid Interest Shortfall Amount, if any, with respect to the Floating Rate
      Certificates for such Distribution Date;

     

    (xv)  the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments by the related Servicer pursuant
      to
      Section 3.24 or pursuant to the related Servicing Agreement;

     

    (xvi)  the
      Credit Enhancement Percentage for such Distribution Date;

     

    (xvii)  the
      Net
      WAC Rate Carryover Amount for the Floating Rate Certificates, if any, for such
      Distribution Date and the amount remaining unpaid after reimbursements therefor
      on such Distribution Date;

     

    (xviii)  whether
      the Stepdown Date or a Trigger Event has occurred, the Delinquency Percentage
      for such Distribution Date and the Realized Loss Percentage for such
      Distribution Date;

     

    (xix)  the
      total
      cashflows received and the general sources thereof (including amounts received
      from the Supplemental Interest Trust Trustee under the Interest Rate Swap
      Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and under
      the Basis Risk Cap Agreement);

     

    (xx)  the
      respective Pass-Through Rates applicable to the Floating Rate Certificates
      and
      the Class C Certificates for such Distribution Date and the Pass-Through Rate
      applicable to the Floating Rate Certificates for the immediately succeeding
      Distribution Date;

     

    (xxi)  payments,
      if any, made under the Basis Risk Cap Agreement and the Interest Rate Cap
      Agreement and the amount distributed to the Floating Rate Certificates from
      such
      payments;

     

    (xxii)  the
      amount of any Net Swap Payments or Swap Termination Payments paid to the Swap
      Provider; and

     

    (xxiii)  the
      applicable Record Date, Accrual Period and any other applicable determination
      dates for calculating distributions for such Distribution Date.

     

    The
      Trust
      Administrator 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 Master Servicer, the Servicers, the Depositor and
      the
      Rating Agencies via the Trust Administrator’s internet website. The Trust
      Administrator’s internet website shall initially be located at
“www.ctslink.com”. Assistance in using the website can be obtained by calling
      the Trust Administrator’s customer service desk at (301) 815-6600. Parties that
      are unable to use the above distribution options are entitled to have a paper
      copy mailed to them via first class mail by calling the customer service desk
      and indicating such. The Trust Administrator 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 Trust
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes. As a condition to access the Trust
      Administrator’s internet website, the Trust Administrator may require
      registration and the acceptance of a disclaimer. The Trust Administrator will
      not be liable for the dissemination of information in accordance with this
      Agreement. The Trust Administrator shall also be entitled to rely on but shall
      not be responsible for the content or accuracy of any information provided
      by
      third parties 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) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-off
      Date.

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined by the Trust Administrator from information provided by
      the
      Servicer and reported by the Trust Administrator 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. Ocwen hereby represents and warrants to the
      Depositor that this delinquency recognition policy is not less restrictive
      than
      any delinquency recognition policy established by the primary safety and
      soundness regulator, if any, of Ocwen. 

     

    (b)  Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator shall, upon written request, furnish to 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) and (ii) above, aggregated for such calendar year or
      applicable portion thereof during which such Person was a Certificateholder.
      Such obligation of the Trust Administrator shall be deemed to have been
      satisfied to the extent that substantially comparable information shall be
      prepared and furnished by the Trust Administrator to Certificateholders pursuant
      to any requirements of the Code as are in force from time to time.

     

    (c)  On
      each
      Distribution Date, the Trust Administrator shall make available to 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 Trust Administrator deems necessary or
      appropriate.

     

    (d)  Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator shall deliver to 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 Trust
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be prepared and furnished to
      Certificateholders by the Trust Administrator pursuant to any requirements
      of
      the Code as from time to time in force.

     

    
      	SECTION
              4.04  	
              Remittance
                Reports; Advances.

            


    

     

    (a)  Not
      later
      than the 17th
      day of
      each calendar month or if such 17th
      day is
      not a Business Day, the following Business Day, Ocwen
      shall
      furnish to the Master Servicer a monthly remittance advice (which together
      with
      any supplemental reports is known as the “Remittance Report”) in a format
      attached as Exhibit R-2 or in any other format as mutually agreed to between
      Ocwen and the Master Servicer, containing such information regarding the Ocwen
      Mortgage Loans as is needed by the Master Servicer to perform its duties as
      set
      forth in Section 4.01 and 4.02 hereof. Such Remittance Report will also include
      a delinquency report substantially in the form set forth in Exhibit R-1 and
      a
      realized loss report substantially in the form set forth in Exhibit R-3 (or
      in
      either case, such other format as mutually agreed to between Ocwen and the
      Master Servicer). The Master Servicer 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 Ocwen 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 Ocwen Mortgage Loans (other than with respect to any REO
      Property or second lien Ocwen Mortgage Loan as described in clauses (ii) and
      (iii) below or a Balloon Mortgage Loan as described below), which Monthly
      Payments were delinquent on a contractual basis as of the Close of Business
      on
      the related Determination Date, (ii) with respect to each REO Property serviced
      by Ocwen, 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 and (iii)
      with respect to each second lien Ocwen Mortgage Loan, an amount equal to the
      interest portion of the related Monthly Payment (net of the related Servicing
      Fee). For purposes of the preceding sentence, the Monthly Payment on each
      Balloon Mortgage Loan serviced by Ocwen with a delinquent Balloon Payment is
      equal to the assumed monthly payment that would have been due on the related
      Due
      Date based on the original principal amortization schedule for such Balloon
      Mortgage Loan and not the entire Balloon Payment. In addition, Ocwen shall
      not
      be required to advance any Relief Act Interest Shortfalls or to cover Prepayment
      Interest Shortfalls in excess of its obligations under Section
      3.24.

     

    On
      or
      before the Servicer Remittance Date, Ocwen shall remit in immediately available
      funds to the Trust Administrator for deposit in the Distribution Account an
      amount equal to the aggregate amount of Advances, if any, to be made in respect
      of the Ocwen Mortgage Loans and related 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 Ocwen 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 Ocwen with respect to the Ocwen Mortgage Loans and
      related REO Properties. Any amounts held for future distribution used by Ocwen
      to make an Advance as permitted in the preceding sentence shall be appropriately
      reflected in Ocwen’s records and replaced by Ocwen 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. The Trust
      Administrator will provide notice to Ocwen
      by
      telecopy by the Close of Business on any Servicer Remittance Date in the event
      that the amount remitted by Ocwen to the Trust Administrator on such date is
      less than the Advances required to be made by Ocwen for the related Distribution
      Date, as set forth in the related Remittance Report.

     

    (c)  The
      obligation of Ocwen to make such Advances is mandatory, notwithstanding any
      other provision of this Agreement but subject to (d) below, and, with respect
      to
      any Ocwen Mortgage Loan, shall continue until the Ocwen Mortgage Loan is paid
      in
      full or until all Liquidation Proceeds thereon have been recovered, or a Final
      Recovery Determination has been made thereon.

     

    (d)  If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which Ocwen was required to make an advance pursuant to this Agreement or for
      which the related Servicer was required to make an advance pursuant to the
      applicable Servicing Agreement exceeds the amount deposited in the Distribution
      Account which will be used for an advance with respect to such Mortgage Loan,
      the Master Servicer as successor servicer will deposit in the Distribution
      Account not later than the Business Day immediately preceding the related
      Distribution Date an amount equal to such deficiency, net of the Servicing
      Fee
      and the Master Servicing Fee, for such Mortgage Loan except to the extent the
      Master Servicer as successor servicer determines any such Advance to be
      Nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future payments
      on the Mortgage Loan for which such Advance was made. Subject to the foregoing,
      the Master Servicer as successor servicer shall continue to make such Advances
      through the date that Ocwen or the related Servicer is required to do so under
      this Agreement or the applicable Servicing Agreement, as applicable.


     

    (e)  Notwithstanding
      anything herein to the contrary, no Advance or Servicing Advance shall be
      required to be made hereunder by Ocwen or the Master Servicer if such Advance
      or
      Servicing Advance would, if made, constitute a Nonrecoverable Advance. The
      determination by Ocwen or the Master 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 a certification
      of a
      Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
      of such certification, the Trust Administrator shall forward a copy of such
      certification to the Depositor, the Trustee and the Credit Risk Manager).
      Notwithstanding the foregoing, if following the application of Liquidation
      Proceeds on any Ocwen Mortgage Loan that was the subject of a Final Recovery
      Determination, any Servicing Advance with respect to such Ocwen Mortgage Loan
      shall remain unreimbursed to Ocwen, then without limiting the provisions of
      Section 3.11(a), a certification of a Servicing Officer regarding such
      Nonrecoverable Servicing Advance shall not be required to be delivered by Ocwen
      to the Trust Administrator.

     

    
      	SECTION
              4.05  	
              Commission
                Reporting.

            


    

     

    (a)  (i)
      Using
      best efforts, within 10 days after each Distribution Date, and no later than
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Trust Administrator shall, in accordance with industry
      standards, prepare and file, on behalf of the Trust, with the Commission via
      the
      Electronic Data Gathering and Retrieval System (“EDGAR”), any Form 10-D required
      by the Exchange Act, in form and substance as required by the Exchange Act,
      signed by the Master Servicer, with a copy of the monthly statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date. Any disclosure in addition to the monthly statement that
      is
      required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall,
      be reported by the parties set forth on Exhibit T to the Depositor and the
      Trust
      Administrator and directed and approved by the Depositor pursuant to the
      following paragraph, and the Trust Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-D
      Disclosure, except as set forth in the next paragraph.

     

    (ii) For
      so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      within 3 calendar days after the related Distribution Date, (i) the parties
      set
      forth in Exhibit T shall be required to provide, pursuant to Section 4.05(a)(v)
      below, to the Trust Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 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
      Trust Administrator and such party, the form and substance of any Additional
      Form 10-D Disclosure, if applicable, together with an Additional Disclosure
      Notification in the form attached hereto as Exhibit P (an “Additional Disclosure
      Notification”) and (ii) the Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D. The Trust Administrator has no duty under this
      Agreement to monitor or enforce the performance by the parties listed on Exhibit
      T of their duties under this paragraph or proactively solicit or procure from
      such parties any Additional Form 10-D Disclosure information. The Depositor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trust Administrator in connection with including any Additional Form 10-D
      Disclosure on Form 10-D pursuant to this Section.

     

    After
      preparing the Form 10-D, the Trust Administrator shall, upon request, forward
      electronically a copy of the Form 10-D to the Depositor for review, only to
      the
      extent that the Form 10-D contains Additional Form 10-D Disclosure. Within
      two
      Business Days after receipt of such copy, but no later than the 7th calendar
      day
      (on a best efforts basis, and in no event later than the 12th calendar day)
      after the Distribution Date, the Depositor shall notify the Trust Administrator
      in writing (which may be furnished electronically) of any changes to or approval
      of such Form 10-D. In the absence of receipt of any written changes or approval,
      or if the Depositor does not request a copy of a Form 10-D, the Trust
      Administrator shall be entitled to assume that such Form 10-D is in final form
      and the Trust Administrator may proceed with the execution and filing of the
      Form 10-D. A duly authorized representative of the Master Servicer shall sign
      each Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed
      Form 10-D needs to be amended, the Trust Administrator will follow the
      procedures set forth in Section 4.05(a)(vi). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Trust Administrator will
      make available on its internet website a final executed copy of each Form 10-D
      filed by the Trust Administrator. The parties to this Agreement acknowledge
      that
      the performance by the Master Servicer and the Trust Administrator of its duties
      under Sections 4.05(a)(i), (ii) and (v) related to the timely preparation 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
      Depositor acknowledges that the performance by the Master Servicer and the
      Trust
      Administrator of its duties under this Section 4.05(a)(ii) related to the timely
      preparation, execution and filing of Form 10-D is also contingent upon each
      Servicer, the Custodians and any Sub-Servicer or Subcontractor strictly
      observing deadlines no later than those set forth in this paragraph that are
      applicable to the parties to this Agreement in the delivery to the Trust
      Administrator of any necessary Additional Form 10-D Disclosure pursuant to
      the
      Custodial Agreement or any other applicable agreement. Neither the Master
      Servicer nor the Trust Administrator shall have any liability for any loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare, execute and/or timely file such Form 10-D and Form 10-K,
      where
      such failure results from the Trust Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto or
      any
      Custodian, Sub-Servicer or Subcontractor needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    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
      Trust Administrator that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirements for the past 90 days. The Depositor shall notify the Trust
      Administrator in writing, no later than the fifth calendar day after the related
      Distribution Date with respect to filing of a report on Form 10-D, if the answer
      to either question should be “no.” The Trust Administrator shall be entitled to
      rely on such representations in preparing, executing and/or filing any such
      Form
      10-D.

     

    (iii) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Trust Administrator 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 other than the initial Form 8-K (“Form 8-K
      Disclosure Information”) shall, be reported by the parties set forth on Exhibit
      T to the Depositor and the Trust Administrator and directed and approved by
      the
      Depositor, pursuant to the following paragraph, and the Trust Administrator
      will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Form 8-K Disclosure Information or any Form 8-K, except as set forth in the
      next
      paragraph.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the close of business (New York City Time) on the 2nd
      Business
      Day after the occurrence of a Reportable Event (i) the parties set forth in
      Exhibit T shall be required pursuant to Section 4.05(a)(v) below to provide
      to
      the Trust Administrator and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator and such party, the form and substance of any Form 8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information on Form 8-K. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trust Administrator in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      Section.

     

    After
      preparing the Form 8-K, the Trust Administrator shall, upon request, forward
      electronically a copy of the Form 8-K to the Depositor for review. Promptly,
      but
      no later than the close of business on the third Business Day after the
      Reportable Event, the Depositor shall notify the Trust Administrator in writing
      (which may be furnished electronically) of any changes to or approval of such
      Form 8-K. In the absence of receipt of any written changes or approval, or
      if
      the Depositor does not request a copy of a Form 8-K, the Trust Administrator
      shall be entitled to assume that such Form 8-K is in final form and the Trust
      Administrator may proceed with the execution and filing of the Form 8-K. A
      duly
      authorized representative of the Master Servicer shall sign each Form 8-K.
      If a
      Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
      be
      amended, the Trust Administrator will follow the procedures set forth in Section
      4.05(a)(vi). Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Trust Administrator will make available on its internet website
      a final executed copy of each Form 8-K filed by it. The parties to this
      Agreement acknowledge that the performance by the Master Servicer and the Trust
      Administrator of its duties under this Section 4.05(a)(iii) related to the
      timely preparation and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 4.05(a)(iii). The Depositor acknowledges that the performance
      by the Master Servicer and the Trust Administrator of its duties under this
      Section 4.05(a)(iii) related to the timely preparation, execution and filing
      of
      Form 10-D is also contingent upon each Servicer, the Custodians and any
      Sub-Servicer or Subcontractor strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trust Administrator of any necessary Form 8-K Disclosure
      Information pursuant to the Custodial Agreement or any other applicable
      agreement. Neither the Master Servicer nor the Trust Administrator shall have
      any liability for any loss, expense, damage or claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      8-K, where such failure results from the Trust Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto or any Custodian, Sub-Servicer or Subcontractor 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
      prior to 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 Trust Administrator 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 Trust Administrator within
      the applicable time frames set forth in this Agreement and the Custodial
      Agreement, (i) an annual compliance statement for each Servicer, the Master
      Servicer, the Trust Administrator and any Sub-Servicer, Subcontractor or other
      Person engaged by such parties or the Trustee (together with each Custodian,
      each a “Reporting Servicer”), as described under Section 3.20 of this Agreement
      and the Custodial Agreement, provided, however, that the Trust Administrator,
      at
      its discretion, may omit from the Form 10-K any annual compliance statement
      that
      is not required to be filed with such Form 10-K for each Reporting Servicer
      pursuant to Regulation AB, (ii)(A) the annual reports on assessment of
      compliance with Servicing Criteria for each Reporting Servicer, as described
      under Section 3.21 of this Agreement and the Custodial Agreement, and (B) if
      the
      report on assessment of compliance with the Servicing Criteria identifies any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if each Reporting Servicer’s report on assessment of
      compliance with Servicing Criteria is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included provided, however, that the Trust Administrator, at
      its
      discretion, may omit from the Form 10-K any assessment of compliance or
      attestation report described in clause (iii) below that is not required to
      be
      filed with such Form 10-K pursuant to Regulation AB, (iii)(A) the registered
      public accounting firm attestation report for each Reporting Servicer as
      described under Section 3.21 of this Agreement and the Custodial Agreement,
      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 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, be reported by the parties set forth on Exhibit T
      to the Depositor and the Trust Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Trust Administrator
      will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

     

    No
      later
      than March 15th
      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 4.05(a)(v) below to the Depositor and to the Trust
      Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 410-715-2380), to the extent known, in EDGAR-compatible format,
      or
      in such other format as otherwise agreed upon by the Trust Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Trust
      Administrator 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-K Disclosure information. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Trust Administrator
      in
      connection with including any Additional Form 10-K Disclosure on Form 10-K
      pursuant to this Section.

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward, upon request,
      electronically a copy of the Form 10-K to the Depositor for review. Within
      three
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Trust Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, or if the Depositor
      does not request a copy of a Form 10-K, the Trust Administrator shall be
      entitled to assume that such Form 10-K is in final form and the Trust
      Administrator may proceed with the execution and filing of the Form 10-K. A
      senior officer of the Master Servicer in charge of the master servicing function
      shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.05(a)(vi). Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Trust Administrator
      will make available on its internet website a final executed copy of each Form
      10-K filed by it. The parties to this Agreement acknowledge that the performance
      by the Master Servicer and the Trust Administrator of its duties under Section
      4.05(a)(iv) and Section 4.05(a) (v) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties under such Sections,
      Section 3.20 and Section 3.21. The Depositor acknowledges that the performance
      by the Master Servicer and the Trust Administrator of its duties under this
      Section 4.05(a)(iv) related to the timely preparation, execution and filing
      of
      Form 10-K is also contingent upon each Servicer, the Custodians and any
      Sub-Servicer or Subcontractor strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trust Administrator of any necessary Additional Form
      10-K
      Disclosure, any annual statement of compliance and any assessment of compliance
      and attestation pursuant to the related Custodial Agreement or any other
      applicable agreement. Neither the Master Servicer nor the Trust Administrator
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 10-K, where such failure results from the Trust Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto or any Custodian, Sub-Servicer or Subcontractor needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    Form
      10-K
      requires the registrant to indicate (by checking “yes” or “no”) that it (1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports) and (2) has been subject to such
      filing requirements for the past 90 days. The Depositor hereby represents to
      the
      Trust Administrator that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirements for the past 90 days. The Depositor shall notify the Trust
      Administrator in writing, no later than the 15th
      calendar
      day of March in any year in which the Trust is subject to the reporting
      requirements of the Exchange Act, if the answer to either question should be
      “no.” The Trust Administrator shall be entitled to rely on such representations
      in preparing, executing and/or filing any such Form 10-K.

     

    Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley Certification”), exactly
      as set forth in Exhibit N-1 attached hereto, required to be included therewith
      pursuant to the Sarbanes-Oxley Act. Each of the Servicers, the Master Servicer
      and the Trust Administrator shall provide, and each such party and the Trustee
      shall cause any Sub-servicer or Subcontractor engaged by it to provide, to
      the
      Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by
      March 1 of each year in which the Trust is subject to the reporting requirements
      of the Exchange Act, a certification (a “Back-Up Certification”), in the form
      attached hereto as Exhibit N-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. A senior officer of the Master
      Servicer in charge of the master servicing function shall serve as the
      Certifying Person on behalf of the Trust. Such officer of the Certifying Person
      can be contacted by e-mail at cts.sec.notifications@wellsfargo.com or by
      facsimile at 410-715-2380. In the event that any such party or any Sub-Servicer
      or Subcontractor engaged by such party is terminated or resigns pursuant to
      the
      terms of this Agreement, or any other applicable agreement, as the case may
      be,
      such party shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 4.05(a)(iv) with respect to the period of time it
      was
      subject to this Agreement or any other applicable agreement, as the case may
      be.
      Notwithstanding the foregoing, (i) the Master Servicer and the Trust
      Administrator shall not be required to deliver a Back-Up Certification to each
      other if both are the same Person and the Master Servicer is the Certifying
      Person and (ii) the Master Servicer shall not be obligated to sign the
      Sarbanes-Oxley Certification in the event that it does not receive any Back-Up
      Certification required to be furnished to it pursuant to this section or any
      Servicing 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 Trust Administrator’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 Trust
      Administrator, as and when required as described in Section 4.05(a)(ii) through
      (iv) above. Each of the Master Servicer, the Servicers, the Trust Administrator
      and Depositor hereby agree to notify and to provide, to the extent known, to
      the
      Trust Administrator and the Depositor, all Additional Disclosure relating to
      the
      Trust Fund, with respect to which such party is the responsible party for
      providing that information, as indicated in Exhibit P hereof. The Swap Provider
      will be obligated pursuant to the Swap Agreement to provide to the Trust
      Administrator any information that may be required to be included in any Form
      10-D, Form 8-K or Form 10-K. Each of the Servicers 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 1108 and 1110
      of
      Regulation AB.

     

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

     

    In
      the
      event that the Trust Administrator is unable to timely file with the Commission
      all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or was delivered to it after the delivery deadlines set
      forth in this Agreement or for any other reason, the Trust Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      Form
      10-K, the parties to this Agreement will cooperate to prepare and file a Form
      12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
      of the Exchange Act. In the case of Form 8-K, the Trust Administrator will,
      upon
      receipt of all required Form 8-K Disclosure Information and upon the approval
      and direction of the Depositor, include such disclosure information on the
      next
      succeeding 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 Trust Administrator will electronically notify the Depositor
      and such other parties to the transaction as are affected by such amendment,
      and
      such parties will cooperate to prepare any necessary 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 or Form
      10-D
      shall be signed by a duly authorized representative or senior officer in charge
      of master servicing, as applicable, of the Master Servicer. The parties to
      this
      Agreement acknowledge that the performance by the Master Servicer and the Trust
      Administrator of its duties under this Section 4.05(a)(vi) related to the timely
      preparation, 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 each such party performing
      its duties under this Section. Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
      8-K,
      Form 10-D or Form 10-K, where such failure results from the Trust
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto or any custodian, sub-servicer or
      subcontractor needed to prepare, arrange for execution or file such Form 15,
      Form 12b-25 or any amendments to Form 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 Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement and the Mortgage Loans as the
      Trust
      Administrator reasonably deems appropriate to prepare and file all necessary
      reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.05; provided, however, the Trust Administrator 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 Trust Administrator in connection with this Section 4.05 shall
      not be reimbursable from the Trust Fund.

     

    (b)  (A)
      The
      Trust Administrator 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 Trust Administrator’s obligations under this Section 4.05 or the
      Trust Administrator’s negligence, bad faith or willful misconduct in connection
      therewith or (ii) any material misstatement or omission in the Annual Statement
      of Compliance and the Assessment of Compliance delivered by the Trust
      Administrator pursuant to Section 3.20 and Section 3.21.

     

    (B) The
      Depositor shall indemnify and hold harmless the Trust Administrator and the
      Master Servicer and their respective officers, directors and affiliates from
      and
      against any losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon a breach of the obligations of the Depositor under
      this Section 4.05 or the Depositor’s negligence, bad faith or willful misconduct
      in connection therewith.

     

    (C) The
      Master Servicer shall indemnify and hold harmless the Trust Administrator and
      the Depositor and their respective officers, directors and affiliates from
      and
      against any losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon (i) a breach of the obligations of the Master
      Servicer under this Section 4.05 or the Master Servicer’s negligence, bad faith
      or willful misconduct in connection therewith or (ii) any material misstatement
      or omission in the Statement as to Compliance delivered by the Master Servicer
      pursuant to Section 3.20 or the Assessment of Compliance delivered by the Master
      Servicer pursuant to Section 3.21.

     

    (D) Ocwen
      shall indemnify and hold harmless the Master Servicer, Trust Administrator
      and
      the Depositor and their respective officers, directors and affiliates from
      and
      against any actual 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 Ocwen
      under Section 3.20, Section 3.21 or Section 4.05, including any failure by
      Ocwen
      (or any Sub-Servicer or any Subcontractor engaged by Ocwen), to provide any
      Back-Up Certification, annual statement of compliance, annual assessment of
      compliance with Servicing Criteria or attestation report, any information,
      data
      or materials required to be included in any Exchange Act report or any other
      information or material when and as required under Sections 3.20, 3.21 or 4.05,
      or Ocwen’s negligence, bad faith or willful misconduct in connection therewith
      and (ii) any
      material misstatement or omission contained in any information, disclosure,
      report, certification, data, accountants’ letter or other material provided
      under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
      Administrator by or on behalf of Ocwen
      or
      on
      behalf of any Sub-Servicer or Subcontractor), including any material
      misstatement or material omission in (i) any Back-Up Certification, annual
      statement of compliance, annual assessment of compliance with Servicing Criteria
      or attestation report delivered by Ocwen,
      or by
      any Sub-Servicer or Subcontractor engaged by it, pursuant to this Agreement,
      or
      (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information provided by Ocwen.

     

    (E) The
      Trustee (and in its capacity as a Custodian) shall indemnify and hold harmless
      the Master Servicer, Trust Administrator and the Depositor and their respective
      officers, directors and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      (i) a
      breach of the obligations of the Trustee under Section 3.21 or Section 4.05,
      including any failure by the Trustee, to provide any annual assessment of
      compliance or attestation report, any information, data or materials required
      to
      be included in any Exchange Act report or any other information or material
      when
      and as required under Sections 3.21 or 4.05, or the Trustee’s negligence, bad
      faith or willful misconduct in connection therewith and (ii) any
      material misstatement or omission contained in any information, disclosure,
      report, certification, data, accountants’ letter or other material provided
      under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
      Administrator by or on behalf of the Trustee,
      including any material misstatement or material omission in (i) any annual
      assessment of compliance or attestation report, or (ii) any Additional Form
      10-D
      Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
      provided by the Trustee.

     

    (F) If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, Ocwen, the Master Servicer, the Trustee or the Trust
      Administrator, as applicable, then the defaulting party, in connection with
      a
      breach of its respective obligations under this Section 4.05 or its respective
      negligence, bad faith or willful misconduct in connection therewith, agrees
      that
      it shall contribute to the amount paid or payable by the other parties as a
      result of the losses, claims, damages or liabilities of the other party in
      such
      proportion as is appropriate to reflect the relative fault and the relative
      benefit of the respective parties. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    (c)  Nothing
      shall be construed from the foregoing subsections (a) and (b) to require the
      Trust Administrator or any officer, director or Affiliate thereof to sign any
      Form 10-K or any certification contained therein. Furthermore, the inability
      of
      the Trust Administrator to file a Form 10-K as a result of the lack of required
      information as set forth in Section 4.05(a) or required signatures on such
      Form
      10-K or any certification contained therein shall not be regarded as a breach
      by
      the Trust Administrator of any obligation under this Agreement.

     

    (d)  Notwithstanding
      the provisions of Section 11.01, this Section 4.05 may be amended without the
      consent of the Certificateholders.

     

    (e)  Each
      of
      the parties agrees to provide to the Master Servicer and the Trust Administrator
      such additional information related to such party as the Master Servicer and
      the
      Trust Administrator may reasonably request, including evidence of the
      authorization of the person signing any certificate or statement, financial
      information and reports, and such other information related to such party or
      its
      performance hereunder.

     

    Any
      notice or notification required to be delivered by the Trust Administrator
      or
      Master Servicer to the Depositor pursuant to this 4.05, may be delivered via
      facsimile to the legal department at (203) 618-2132, with a copy delivered
      to
      the operations group at facsimile (203) 422-4646.

     

    
      	SECTION
              4.06  	
              [Reserved].

            


    

     

    
      	SECTION
              4.07  	
              [Reserved].

            


    

     

    
      	SECTION
              4.08  	
              Distributions
                on the REMIC Regular Interests.

            


    

     

    (a)  On
      each
      Distribution Date, the Trust Administrator shall cause in the following order
      of
      priority, the following amounts which shall be deemed 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 and REMIC 1 Regular Interest
      I-1-A
      through I-51-B, on a pro
      rata
      basis,
      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
      (A)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular interests I-1-A through I-51-B starting with the lowest numerical
      denomination until the Uncertificated Principal Balance of each such REMIC
      1
      Regular Interest is reduced to zero, provided that, for REMIC 1 Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC 1 Regular Interests, and second, to
      the
      extent of the Overcollateralization Release Amounts, to REMIC 1 Regular Interest
      I-51-B until the Uncertificated Principal Balance of such REMIC 1 Regular
      Interest is reduced to zero; and

     

    (iii)  to
      the
      Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause.

     

    (b)  On
      each
      Distribution Date, the Trust Administrator shall cause in the following order
      of
      priority, the following amounts which shall be deemed 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)  first,
      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)  second,
      to the extent of Available Funds, 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
      LTIIA4, 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 LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest
      LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTZZ and REMIC
      2
      Regular Interest LTP, on a pro
      rata
      basis,
      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 Overcollateralization Amount is less than the REMIC 2
      Overcollateralization Target Amount, by the lesser of (x) the amount of such
      difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
      and such amount will 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 LTIIA4, 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 LTM8A,
      REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest LTM9 and REMIC 2
      Regular Interest LTM10, in the same proportion as the Overcollateralization
      Deficiency Amount is allocated to the Corresponding Certificates and the
      Uncertificated Principal Balance of the REMIC 2 Regular Interest LTZZ shall
      be
      increased by such amount; and

     

    (iii)  third,
      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 to the Holders of REMIC 2 Regular Interest LTAA and REMIC 2
      Regular Interest LTP, until the Uncertificated Principal Balance of such
      Uncertificated 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 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 LTIIA4, 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 LTM8A, REMIC 2 Regular
      Interest LTM8B, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10,
      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, 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).

     

    
      	SECTION
              4.09  	
              Allocation
                of Realized Losses.

            


    

     

    (a)  All
      Realized Losses on the Mortgage Loans allocated to any Regular Certificate
      shall
      be allocated by the Trust Administrator on each Distribution Date as follows:
      first, to Net Monthly Excess Cashflow; second, to
      Net
      Swap
      Payments received under the Interest Rate Swap Agreement; third, to amounts
      received under the Interest Rate Cap Agreement; fourth, to the Class C
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; fifth, to the Class M-10 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; sixth, to the Class M-9 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      seventh, to the Class M-8 Certificates on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such class, until the
      Certificate Principal Balances thereof have been reduced to zero; eighth, to
      the
      Class M-7 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-5
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eleventh, to the Class M-4 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; twelfth, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; thirteenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero and fourteenth, 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 Certificates
      shall be made first by reducing the amount otherwise payable in respect thereof
      pursuant to Section 4.01(c)(v). No allocations of any Realized Losses shall
      be
      made to the Certificate Principal Balances of the Senior Certificates or the
      Class P Certificates.

     

    (b)  With
      respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated by the Trust Administrator on each Distribution Date,
      first to REMIC 1 Regular Interest I until the Uncertificated Principal Balance
      has been reduced to zero, and second, to REMIC 1 Regular Interest I-1-A through
      REMIC 1 Regular Interest I-51-B, starting with the lowest numerical denomination
      until 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.

     

    (c)  All
      Realized Losses on the Mortgage Loans shall be deemed to have been allocated
      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
      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 LTM10 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM10 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM9 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM9 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM8B and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM8B has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM8A and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM8A has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM7 has been reduced to zero; eighth, 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; ninth, 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; tenth, 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; eleventh, 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; twelfth, 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
      thirteenth, 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
              4.10  	
              Swap
                Account.

            


    

     

    (a)  On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
      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 registered Certificateholders of Soundview Home Loan Trust 2007-1,
      Asset-Backed Certificates, Series 2007-1.”
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 Trust Administrator held
      pursuant to this Agreement. Amounts therein shall be held
      uninvested.

     

    (b)  Prior
      to
      each Distribution Date, prior to any distribution to any Certificate, the
      Supplemental Interest Trust Trustee shall 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 interest rate swap agreement) from funds collected
      and received with respect to the Mortgage Loans prior to the determination
      of
      Available Funds. 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 REMIC 6 Regular Interest SWAP IO to the extent of the
      amount distributable on REMIC 6 Regular Interest SWAP IO 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 Trust Administrator 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
      Trust
      Administrator 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 2 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 excess of (a) the amount of interest otherwise
      payable to such Certificates over (ii) the amount of interest payable to such
      Certificates at a per annum rate equal to the Net WAC Rate, 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
      4 and
      as having been paid by such Holders pursuant to the notional principal contract.
      Thus, each Certificate (other than the Class P and Class R Certificates) shall
      be treated as representing not only ownership of Regular Interests in REMIC
      2,
      but also ownership of an interest in, and obligations with respect to, a
      notional principal contract.

     

    (f)  The
      Trust
      Administrator shall, at the direction of the Depositor, enforce all of its
      rights and exercise any remedies under the Swap Agreement. In the event the
      Swap
      Agreement is terminated as a result of the designation by either party thereto
      of an Early Termination Date (as defined therein), the Trust Administrator
      shall, at the direction of the Depositor, appoint a replacement counterparty
      to
      enter into a replacement swap agreement. The Trust Administrator shall have
      no
      responsibility with regard to the selection of a replacement swap provider
      or
      the negotiation of a replacement swap agreement. Any Swap Termination Payment
      received by the Trust Administrator shall be deposited in the Swap Account
      and
      shall be used to make any upfront payment required under a replacement swap
      agreement and any upfront payment received from the counterparty to a
      replacement swap agreement shall be used to pay any Swap Termination Payment
      owed to the Swap Provider.

     

    (g)  For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Supplemental Interest
      Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than
      a
de
      minimis
      value.

     

    
      	SECTION
              4.11  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trust Administrator will account for payments
      to each Floating Rate Certificates as follows: each Floating Rate Certificate
      will be treated as receiving their entire payment from REMIC 3 (regardless
      of
      any Swap Termination Payment or obligation under the Interest Rate Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Interest Rate Swap
      Agreement. In the event that any such Class is resecuritized in a REMIC, the
      obligation under the Interest Rate 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 Floating Rate Certificate. 

     

    The
      REMIC
      regular interest corresponding to a Floating Rate 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 Base Calculation Amount of the
      Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the
      Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
      payable solely from 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 Floating Rate Certificate may exceed the actual amount of
      distributions on the Floating Rate Certificate.

     

    
      	SECTION
              4.12  	
              Cap
                Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      with
      itself, a separate, segregated trust account titled, “Cap Account, Wells Fargo
      Bank, N.A., as Cap Trustee, in trust for the registered Certificateholders
      of
      Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1.”
Such account shall be an Eligible Account and amounts therein shall be held
      uninvested.

     

    (b)  On
      each
      Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
      prior to any distribution to any Certificate, shall deposit into the Cap Account
      amounts received pursuant to the Interest Rate Cap Agreement for distribution
      in
      accordance with Section 4.01(f) above.

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Cap 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 Cap 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 Cap Account be treated
      as
      a partnership. The Cap Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust Fund, or the payment in full of the Senior Certificates and the Mezzanine
      Certificates, all amounts remaining on deposit in the Cap Account shall be
      released by the Trust Fund and distributed to the Class C Certificateholders
      or
      their designees. The Cap Account shall be part of the Trust Fund but not part
      of
      any Trust REMIC and any payments to the Holders of the Floating Rate
      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).

     

    (d)  By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trust Administrator, and the Trust Administrator is hereby directed,
      to deposit into the Cap Account the amounts described above on each Distribution
      Date.

     

    For
      federal income tax purposes, the right of the Floating Rate Certificates to
      receive payments from the Cap Account may have more than a de
      minimis
      value.

     

    
      	SECTION
              4.13  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      with
      itself a separate, segregated trust account titled, “Net WAC Rate Carryover
      Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust
      for
      registered Holders of Soundview Mortgage Loan Trust 2007-1, Asset-Backed
      Certificates, Series 2007-1.” All amounts deposited in the Net WAC Rate
      Carryover Reserve Account shall be distributed to the Holders of the Floating
      Rate Certificates in the manner set forth in Section 4.01(d).

     

    On
      each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to the Floating Rate Certificates (after taking into account the remaining
      Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator
      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(c)(v), rather than distributing such amounts to the Class C
      Certificateholders. In addition, any payments received by the Trust
      Administrator under the Basis Risk Cap Agreement on each Distribution Date
      will
      be deposited into the Net WAC Rate Carryover Reserve Account. On each such
      Distribution Date, the Trust Administrator shall hold all such amounts for
      the
      benefit of the Holders of the Floating Rate Certificates, and will distribute
      such amounts to the Holders of the Floating Rate Certificates in the amounts
      and
      priorities set forth in Section 4.01(d).

     

    On
      each
      Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve
      Account (representing payments received by the Trust Administrator under the
      Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover
      Amounts on the Floating Rate Certificates for such Distribution Date, shall
      be
      payable to the Trust Administrator as additional compensation. For so long
      as
      any Floating Rate Certificates are beneficially owned by the Depositor or any
      of
      its Affiliates, the Depositor shall refund or cause such Affiliate to refund
      any
      amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator
      who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such
      amount to the counterparty thereunder.

     

    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 Trust Administrator 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. All amounts deposited into the Net WAC
      Rate
      Carryover Reserve Account (other than amounts received under the Basis Risk
      Cap
      Agreement) shall be treated as amounts distributed by REMIC 4 to the Holder
      of
      the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates.
      The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the
      termination of the Trust, or the payment in full of the Floating Rate
      Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover
      Reserve Account will be released by the Trust and distributed to the Holders
      of
      the Class C Certificates or their designee. 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 Floating Rate 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 Trust Administrator, and the Trust Administrator 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 right of the Holders of the
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have
      more than a de
      minimis
      value.

     

    
      	SECTION
              4.14  	
              Collateral
                Accounts

            


    

     

    (a)  The
      Trust
      Administrator is hereby directed to perform the obligations of the Custodian
      as
      defined under the Basis Risk Cap Credit Support Annex (the “Basis Risk Cap
      Custodian”). On or before the Closing Date, the Basis Risk Cap Custodian shall
      establish a Basis Risk Cap Collateral Account. The Basis Risk Cap Collateral
      Account shall be held in the name of the Basis Risk Cap Custodian in trust
      for
      the benefit of the Certificateholders. The Basis Risk Cap Collateral Account
      must be an Eligible Account and shall be titled “Basis Risk Cap Collateral
      Account, Wells Fargo Bank, N.A., as Basis Risk Cap Custodian for registered
      Certificateholders of Soundview Home Loan Trust 2007-1, Asset-Backed
      Certificates, Series 2007-1.”

     

    The
      Basis
      Risk Cap Custodian shall credit to Basis Risk Cap Collateral Account all
      collateral (whether in the form of cash or securities) posted by the Basis
      Risk
      Cap Provider to secure the obligations of the Basis Risk Cap Provider in
      accordance with the terms of the Basis Risk Cap Agreement. Except for investment
      earnings, the Basis Risk Cap Provider shall not have any legal, equitable or
      beneficial interest in the Basis Risk Cap Collateral Account other than in
      accordance with this Agreement, the Basis Risk Cap Agreement and applicable
      law.
      The Basis Risk Cap Custodian shall maintain and apply all collateral and
      earnings thereon on deposit in the Basis Risk Cap Collateral Account in
      accordance with Basis Risk Cap Credit Support Annex.

     

    Cash
      collateral posted by the Basis Risk Cap Provider in accordance with the Basis
      Risk Cap Credit Support Annex shall be invested at the direction of the Basis
      Risk Cap Provider in Permitted Investments in accordance with the requirements
      of the Basis Risk Cap Credit Support Annex. All amounts earned on amounts on
      deposit in the Basis Risk Cap Collateral Account (whether cash collateral or
      securities) shall be for the account of and taxable to the Basis Risk Cap
      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
      Basis Risk Cap Agreement), with respect to the Basis Risk Cap Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the Basis
      Risk Cap Agreement) as a result of any such Event of Default or Specified
      Condition with respect to the Basis Risk Cap Provider, and, in either such
      case,
      unless the Basis Risk Cap Provider has paid in full all of its Obligations
      (as
      defined in the Basis Risk Cap Credit Support Annex) that are then due, then
      any
      collateral posted by the Basis Risk Cap Provider in accordance with the Basis
      Risk Cap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Basis Risk Cap Agreement) in accordance with
      the Basis Risk Cap Credit Support Annex. Any excess amounts held in such Basis
      Risk Cap Collateral Account after payment of all amounts owing to Party B under
      the Basis Risk Cap Agreement shall be withdrawn from the Basis Risk Cap
      Collateral Account and paid to the Basis Risk Cap Provider in accordance with
      the Basis Risk Cap Credit Support Annex.

     

    (b) The
      Trust
      Administrator (in its capacity as Cap Trustee) is hereby directed to perform
      the
      obligations of the Custodian as defined under the Interest Rate Cap Credit
      Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
      Date, the Interest Rate Cap Custodian shall establish a Interest Rate Cap
      Collateral Account. The Interest Rate Cap Collateral Account shall be held
      in
      the name of the Interest Rate Cap Custodian in trust for the benefit of the
      Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
      Account and shall be titled “Interest Rate Cap Collateral Account, Wells Fargo
      Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders
      of
      Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
      2007-1.”

     

    The
      Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account
      all collateral (whether in the form of cash or securities) posted by the
      Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
      Provider in accordance with the terms of the Interest Rate Cap Agreement. Except
      for investment earnings, the Interest Rate Cap Provider shall not have any
      legal, equitable or beneficial interest in the Interest Rate Cap Collateral
      Account other than in accordance with this Agreement, the Interest Rate Cap
      Agreement and applicable law. The Interest Rate Cap Custodian shall maintain
      and
      apply all collateral and earnings thereon on deposit in the Interest Rate Cap
      Collateral Account in accordance with Interest Rate Cap Credit Support
      Annex.

     

    Cash
      collateral posted by the Interest Rate Cap Provider in accordance with the
      Interest Rate Cap Credit Support Annex shall be invested at the direction of
      the
      Interest Rate Cap Provider in Permitted Investments in accordance with the
      requirements of the Interest Rate Cap Credit Support Annex. All amounts earned
      on amounts on deposit in the Interest Rate Cap Collateral Account (whether
      cash
      collateral or securities) shall be for the account of and taxable to the
      Interest Rate Cap 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 Cap Agreement), with respect to the Interest Rate Cap Provider
      or
      upon occurrence or designation of an Early Termination Date (as defined in
      the
      Interest Rate Cap Agreement) as a result of any such Event of Default or
      Specified Condition with respect to the Interest Rate Cap Provider, and, in
      either such case, unless the Interest Rate Cap Provider has paid in full all
      of
      its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
      that
      are then due, then any collateral posted by the Interest Rate Cap Provider
      in
      accordance with the Interest Rate Cap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the Interest Rate
      Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex.
      Any excess amounts held in such Interest Rate Cap Collateral Account after
      payment of all amounts owing to Party B under the Interest Rate Cap Agreement
      shall be withdrawn from the Interest Rate Cap Collateral Account and paid to
      the
      Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit
      Support Annex. 

     

    (c) The
      Trust
      Administrator (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 Soundview Home Loan Trust
      2007-1, Asset-Backed Certificates, Series 2007-1.”

     

    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), a with respect to the Interest Rate 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 Interest Rate Swap Provider, and, in
      either such case, unless the Interest Rate Swap Provider has paid in full all
      of
      its Obligations (as defined in the Interest Rate Swap Credit Support Annex)
      that
      are then due, then any collateral posted by the Interest Rate Swap Provider
      in
      accordance with the Interest Rate 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 Interest Rate 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
              4.15  	
              Rights
                and Obligations Under the Basis Risk Cap Agreement, the Interest
                Rate Cap
                Agreement and the Interest Rate Swap
                Agreement.

            


    

     

    (a)  In
      the
      event that the Basis Risk Cap Provider fails to perform any of its obligations
      under the Basis Risk Cap 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 Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap
      Agreement, the Trust Administrator 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 Trust, required to enforce the rights of
      the
      Trust under the Basis Risk Cap Agreement.

     

    In
      the
      event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
      party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty
      the “Guaranty” and such third party the “Guarantor”), then to the extent that
      the Basis Risk Cap 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 Basis Risk
      Cap
      Agreement, the Trust Administrator shall, promptly following actual notice
      of
      the Basis Risk Cap 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 Trust Administrator shall in no event be liable
      for
      any failure or delay in the performance by the Basis Risk Cap Provider or any
      Guarantor of its obligations hereunder or pursuant to the Basis Risk Cap
      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 Basis Risk Cap Agreement other than in connection
      with
      the optional termination of the Trust, the Trust Administrator, at the direction
      of the Depositor, will use reasonable efforts to appoint a successor basis
      risk
      cap provider to enter into a new basis risk cap agreement on terms substantially
      similar to the Basis Risk Cap Agreement, with a successor basis risk cap
      provider meeting all applicable eligibility requirements. If the Trust
      Administrator receives a termination payment from the Basis Risk Cap Provider
      in
      connection with such early termination, the Trust Administrator (will apply
      such
      termination payment to any upfront payment required to appoint the successor
      basis risk cap provider. If the Trust Administrator is required to pay a
      termination payment to the Basis Risk Cap Provider in connection with such
      early
      termination, the Trust Administrator will apply any upfront payment received
      from the successor basis risk cap provider to pay such termination
      payment.

     

    If
      the
      Trust Administrator is unable to appoint a successor basis risk cap provider
      within 30 days of the early termination, then the Trust Administrator will
      deposit any termination payment received from the original Basis Risk Cap
      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 payment, if any, that would
      have
      been paid to the Trust Administrator by the original Basis Risk Cap Provider
      calculated in accordance with the terms of the original Basis Risk Cap
      Agreement, and distribute such amount in accordance with the terms of Section
      4.01(d).

     

    Upon
      an
      early termination of the Basis Risk Cap Agreement in connection with the
      optional termination of the Trust, if the Trust Administrator receives a
      termination payment from the Basis Risk Cap Provider, such termination payment
      will be distributed in accordance with Section 4.01(d).

     

    (b)  In
      the
      event that the Interest Rate Cap Provider fails to perform any of its
      obligations under the Interest Rate Cap 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 Cap Agreement) occurs with respect to
      the
      Interest Rate Cap Agreement, the Trust Administrator (in its capacity as Cap
      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 Cap Trust, required to enforce the rights of the Cap Trust under the
      Interest Rate Cap Agreement.

     

    In
      the
      event that the Interest Rate Cap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Cap Agreement (such
      guaranty the “Guaranty” and such third party the “Guarantor”), then to the
      extent that the Interest Rate Cap 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 Cap Agreement, the Trust Administrator (in its capacity as
      Cap
      Trustee) shall, promptly following actual notice of the Interest Rate Cap
      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 Trust Administrator (in its capacity as Cap Trustee) shall in no event
      be liable for any failure or delay in the performance by the Interest Rate
      Cap
      Provider or any Guarantor of its obligations hereunder or pursuant to the
      Interest Rate Cap 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 Cap Agreement other than in connection
      with the optional termination of the Trust, the Trust Administrator (in its
      capacity as Cap Trustee), at the direction of the Depositor, will use reasonable
      efforts to appoint a successor interest rate cap provider to enter into a new
      interest rate cap agreement on terms substantially similar to the Interest
      Rate
      Cap Agreement, with a successor interest rate cap provider meeting all
      applicable eligibility requirements. If the Trust Administrator (in its capacity
      as Cap Trustee) receives a termination payment from the Interest Rate Cap
      Provider in connection with such early termination, the Trust Administrator
      (in
      its capacity as Cap Trustee) will apply such termination payment to any upfront
      payment required to appoint the successor interest rate cap provider. If the
      Trust Administrator (in its capacity as Cap Trustee) is required to pay a
      termination payment to the Interest Rate Cap Provider in connection with such
      early termination, the Trust Administrator (in its capacity as Cap Trustee)
      will
      apply any upfront payment received from the successor interest rate cap provider
      to pay such termination payment.

     

    If
      the
      Trust Administrator (in its capacity as Cap Trustee) is unable to appoint a
      successor interest rate cap provider within 30 days of the early termination,
      then the Trust Administrator (in its capacity as Cap Trustee) will deposit
      any
      termination payment received from the original Interest Rate Cap 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 payment, if any, that would have been
      paid to the Trust Administrator (in its capacity as Cap Trustee) by the original
      Interest Rate Cap Provider calculated in accordance with the terms of the
      original Interest Rate Cap Agreement, and distribute such amount in accordance
      with the terms of Section 4.01(g).

     

    Upon
      an
      early termination of the Interest Rate Cap Agreement in connection with the
      optional termination of the Trust, if the Trust Administrator (in its capacity
      as Cap Trustee) receives a termination payment from the Interest Rate Cap
      Provider, such termination payment will be distributed in accordance with
      Section 4.01(g).

     

    (c)  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 Trust Administrator (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 Trust Administrator (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 Trust Administrator
      (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 Trust Administrator (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 Trust Administrator (in its capacity
      as Supplemental Interest Trust Trustee) receives a termination payment from
      the
      Swap Provider in connection with such early termination, the Trust Administrator
      (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 Trust Administrator (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 Trust Administrator
      (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
      Trust Administrator (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 Trust Administrator (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 Trust Administrator (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 Floating Rate Certificates, the Class P Certificates, the Class C
      Certificates, the Class FL Certificates, the Class X 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 Trust Administrator to or upon the order of the Depositor concurrently
      with the sale and assignment to the Trust Administrator of the Trust Fund.
      The
      Floating Rate 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; provided, that the Floating Rate Certificates must be purchased in
      minimum total investments of $100,000 per Class and 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 of such Class on the Closing Date. The Class
      C
      Certificates, the Class P Certificates, the Class FL Certificates, the Class
      X
      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 Administrator by manual
      or
      facsimile signature on behalf of the Trust Administrator by a Responsible
      Officer. Certificates bearing the manual or facsimile signatures of individuals
      who were, at the time when such signatures were affixed, authorized to sign
      on
      behalf of the Trust Administrator 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 Trust Administrator 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 Floating Rate
      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 Trust Administrator 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 which office shall initially be the offices of the Trust
      Administrator’s agent located at Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479, Attention: Corporate Trust Services Soundview Homes Loan Trust
      2007-1 and, in the case of a Residual Certificate, upon satisfaction of the
      conditions set forth below, the Trust Administrator 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 Trust
      Administrator 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 Trust Administrator or the Certificate
      Registrar) be duly endorsed by, or be accompanied by a written instrument of
      transfer satisfactory to the Trust Administrator 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 four
      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 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 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 Trust
      Administrator except to another Depository; (ii) the Depository shall maintain
      book-entry records with respect to the Certificate Owners and with respect
      to
      ownership and transfers of such 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, the Trust Administrator, the Master
      Servicer and the Depositor may 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 or a Master 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 Trust Administrator 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 Trust Administrator
      shall
      in the case of (i) and (ii) above, execute on behalf of the Trust and
      authenticate the Definitive Certificates. None of the Depositor, the Master
      Servicer, the Servicers, the Trustee or the Trust Administrator 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 Trust Administrator, the Certificate
      Registrar, the Servicers, the Master 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 Certificate, Class
      P
      Certificate, Residual Certificate, the Class FL Certificates or Class X
      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 “Securities Act”), and any applicable state securities laws or is
      made in accordance with the Securities Act and laws. In the event of any such
      transfer (other than in connection with (i) the initial transfer of any Private
      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
      or the first transfer by the initial transferee of an Affiliate of the
      Depositor, (ii) the transfer of any Private Certificate to the issuer under
      the
      Indenture or the indenture trustee under the Indenture or (iii) a transfer
      of
      any Private Certificate from the issuer under the Indenture or the indenture
      trustee under the Indenture to the Depositor or an Affiliate of the Depositor),
      (x) unless such transfer is made in reliance upon Rule 144A (as evidenced by
      the
      investment letter delivered to the Trust Administrator, in substantially the
      form attached hereto as Exhibit J) under the Securities Act, the Trust
      Administrator and the Depositor shall require a written Opinion of Counsel
      (which may be in-house counsel) acceptable to and in form and substance
      reasonably satisfactory to the Trust Administrator and the Depositor that such
      transfer may be made pursuant to an exemption, describing the applicable
      exemption and the basis therefor, from the Securities Act or is being made
      pursuant to the Securities Act, which Opinion of Counsel shall not be an expense
      of the Trust Administrator or the Depositor or (y) the Trust Administrator
      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
      Trust
      Administrator certifying to the Depositor and the Trust Administrator the facts
      surrounding such transfer, which investment letter shall not be an expense
      of
      the Trust Administrator or the Depositor. The Holder of a Private Certificate
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trust Administrator and the Depositor against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    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
      Securities 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 Trust Administrator
      and
      the Depositor against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described above in this
      Section 5.02(d) will be required in connection with the transfer, on the Closing
      Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the Securities Act.

     

    No
      transfer of any Class C Certificate shall be made unless the transferee of
      such
      Class C Certificate provides to the Trust Administrator, the Swap Provider
      and
      the Interest Rate Cap 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 thereto))
      as a
      condition to such transfer 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, or W-8ECI, as applicable
      (or any
      successor thereto), has become obsolete or incorrect. In addition, no transfer
      of any Class C Certificate shall be made if such transfer would cause the
      Supplemental Interest Trust or the Cap Account to be beneficially owned by
      two
      or more persons for federal income tax purposes, or continue to be so treated,
      unless (a) each proposed transferee of such Class C Certificate complies 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)
      provides, or causes to be provided, on behalf of the Supplemental Interest
      Trust
      and the Cap Account, if applicable, the appropriate tax certification form
      that
      would be required from the Supplemental Interest Trust or the Cap Account,
      as
      applicable, to eliminate any withholding or deduction for taxes from amounts
      payable by the Swap Provider or the Interest Rate Cap Provider, pursuant to
      the
      Interest Rate Swap Agreement or the Interest Rate Cap Agreement, to the Trust
      Administrator, the Swap Provider and the Interest Rate Cap Provider on behalf
      of
      the Supplemental Interest Trust or the Cap Account (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)
      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 or the Cap Account,
      then the Supplemental Interest Trust Trustee or the Trust Administrator, as
      applicable, shall sign such certification form if so requested by a Holder
      of
      the Class C Certificates.

     

    Upon
      receipt of any such tax certification form from a transferee of any Class C
      Certificate pursuant to the immediately preceding paragraph, the Trust
      Administrator shall provide a copy of any such tax certification form to the
      Swap Provider and the Interest Rate Cap Provider, upon its request, solely
      to
      the extent the Swap Provider or the Interest Rate Cap 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 or the Interest Rate Cap Provider, the Trust Administrator shall be
      required to forward any tax certification received by it to the Swap Provider
      or
      the Interest Rate Cap 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 or the Interest Rate Cap Provider, nor any
      action taken or not taken by the Swap Provider or the Interest Rate Cap 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 Trust Administrator 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 or the Interest
      Rate Cap Provider.

     

    No
      transfer of a Private 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 M, unless the Trust Administrator is provided with an Opinion of Counsel
      for the benefit of the Trustee, the Trust Administrator, the Depositor, the
      Master Servicer and the Servicers and on which they may rely which establishes
      to the satisfaction of the Depositor, the Trust Administrator, the Servicers
      and
      the Master Servicer that the purchase of such Certificates is permissible under
      applicable law, will not constitute or result in any prohibited transaction
      under ERISA or Section 4975 of the Code and will not subject the Depositor,
      the
      Master Servicer, the Servicers, the Trust Administrator, 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 Master Servicer, the Servicers, the Trust Administrator, the Trustee or
      the
      Trust Fund. Neither a certification nor an Opinion of Counsel will be required
      in connection with (i) the initial transfer of any Private Certificate by the
      Depositor to an Affiliate of the Depositor, (ii) the transfer of any Private
      Certificate to the issuer under the Indenture or the indenture trustee under
      the
      Indenture or (iii) a transfer of any Private 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 such Affiliate is not a
      Plan
      or a Person investing Plan Assets) and the Trust Administrator shall be entitled
      to conclusively rely upon a representation (which, upon the request of the
      Trust
      Administrator 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 Floating Rate Certificate or any interest therein, shall be deemed to
      have
      represented, by virtue of its acquisition or holding of the Floating Rate
      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 (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
      PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
      (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (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”) 84-14, 91-38, 90-1, 95-60 or 96-23.

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each Transferee of a
      Mezzanine Certificate will be deemed to have represented by virtue of its
      purchase or holding of such Certificate (or interest therein) that either (a)
      such Transferee is not a Plan or purchasing such Certificate with Plan Assets,
      (b) except in the case of a Class M-10 Certificate, 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 such Certificate must be rated, at the time of purchase, not lower than
      “BBB-” (or its equivalent) by a Rating Agency or (c) the following conditions
      are satisfied: (i) such Transferee is an insurance company, (ii) the source
      of
      funds used to purchase or hold such Certificate (or interest therein) is an
      “insurance company general account” (as defined in PTCE 95-60), and (iii) the
      conditions set forth 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 three preceding paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the three
      preceding paragraphs shall indemnify and hold harmless the Depositor, the Master
      Servicer, the Servicers, the Trust Administrator, the Trustee and the Trust
      from
      and against any and all liabilities, claims, costs or expenses incurred by
      those
      parties as a result of that acquisition or holding.

     

    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 Trust
      Administrator 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 Trust Administrator 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 Trust Administrator shall be under no liability to any Person
      for any registration of transfer of a Residual Certificate that is in fact
      not
      permitted by 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 Trust
      Administrator received the documents specified in clause (iii). The Trust
      Administrator 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 Trust Administrator shall be distributed
      and delivered by the Trust Administrator 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
      Trust Administrator 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 Trust
      Administrator to the previous Holder of such Residual Certificate that is a
      Permitted Transferee, except that in the event that the Trust Administrator
      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
      Trust Administrator 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 Trust Administrator 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
      Trust Administrator upon receipt of reasonable compensation will provide to
      the
      Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
      and (6) of the Code, information needed to compute the tax imposed under Section
      860E(e)(5) of the Code on transfers of residual interests to disqualified
      organizations.

     

    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 Trust
      Administrator, in form and substance satisfactory to the Trust Administrator,
      (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 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 Trust Administrator, or the Certificate Registrar that such Certificate
      has been acquired by a bona fide purchaser, the Trust Administrator 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 Trust Administrator 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
      Servicers, the Depositor, the Trustee, the Master Servicer, the Trust
      Administrator, the Certificate Registrar, any Paying Agent and any agent of
      the
      Servicers, the Depositor, the Master Servicer, the Trust Administrator, the
      Certificate Registrar or any Paying Agent 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 Depositor, the Master
      Servicer, the Trust Administrator, the Trustee, the Certificate Registrar or
      any
      Paying Agent 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. 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 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 and subject to supervision or examination by
      federal or state authorities. The Paying Agent shall initially be the Trust
      Administrator. 

     

     

     

    ARTICLE
      VI

     

    THE
      MASTER SERVICER, OCWEN AND THE DEPOSITOR

     

    
      	SECTION
              6.01  	
              Liability
                of the Master Servicer, Ocwen and the
                Depositor.

            


    

     

    The
      Master Servicer and Ocwen
      shall
      be
      liable in accordance herewith only to the extent of the obligations specifically
      imposed upon and undertaken by the Master Servicer and Ocwen 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 Ocwen, the
                Master
                Servicer or the Depositor.

            


    

     

    Any
      entity into which Ocwen, the Master Servicer or Depositor may be merged or
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which Ocwen, the Master Servicer or the Depositor shall be
      a
      party, or any corporation succeeding to the business of Ocwen, the Master
      Servicer or the Depositor, shall be the successor of Ocwen, the Master 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 Ocwen, the Master Servicer and
                Others.

            


    

     

    Neither
      the Master Servicer, Ocwen or the Depositor nor any of the directors or officers
      or employees or agents of the Master Servicer, Ocwen 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 Master Servicer, Ocwen
      or
      the Depositor in good faith pursuant to this Agreement, or for errors in
      judgment; provided, however, that this provision shall not protect the Master
      Servicer, Ocwen, the Depositor or any such Person against any liability which
      would otherwise be imposed by reason of its willful misfeasance, bad faith
      or
      negligence in the performance of duties of the Master Servicer, Ocwen or the
      Depositor, as the case may be, or by reason of its reckless disregard of its
      obligations and duties of the Master Servicer, Ocwen or the Depositor, as the
      case may be, hereunder; provided, further, that this provision shall not be
      construed to entitle the Master Servicer or Ocwen to indemnity in the event
      that
      amounts advanced by the Master Servicer or Ocwen to retire any senior lien
      exceed Liquidation Proceeds (in excess of related liquidation expenses) realized
      with respect to the related Mortgage Loan. The Master Servicer and Ocwen and
      any
      director or officer or employee or agent of the Master Servicer and Ocwen may
      rely in good faith on any document of any kind prima
      facie
      properly
      executed and submitted by any Person respecting any matters arising hereunder.
      The Master Servicer, Ocwen and the Depositor, and any director or officer or
      employee or agent of the Master Servicer, Ocwen or the Depositor, shall be
      indemnified by the Trust and held harmless against (i) 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 negligence in the performance of duties hereunder or by reason of
      its
      reckless disregard of obligations and duties hereunder or (ii) any breach of
      a
      representation or warranty by the Seller or any Originator regarding the
      Mortgage Loans. The Master Servicer, Ocwen 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, 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 Depositor, the Master
      Servicer or Ocwen 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 Master Servicer’s and Ocwen’s right to
      indemnity or reimbursement pursuant to this Section shall survive any
      resignation or termination of the Master Servicer and Ocwen 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
      Master Servicer and Ocwen solely in their capacity as Master Servicer and
      Servicer hereunder and in no other capacities.

     

    
      	SECTION
              6.04  	
              Limitation
                on Resignation of Ocwen; Assignment of Master
                Servicing.

            


    

     

    Ocwen
      shall not resign from the obligations and duties hereby imposed on it except
      upon determination that its duties hereunder are no longer permissible under
      applicable law. Any such determination pursuant to the preceding sentence
      permitting the resignation of Ocwen shall be evidenced by an Opinion of Counsel
      to such effect obtained at the expense of Ocwen and delivered to the Trustee,
      the Trust Administrator and the Master Servicer. No resignation of Ocwen shall
      become effective until the Master Servicer or (if the Master Servicer is Ocwen)
      the Trustee or a successor servicer shall have assumed Ocwen’s responsibilities,
      duties, liabilities (other than those liabilities arising prior to the
      appointment of such successor) and obligations under this
      Agreement.

     

    Except
      as
      expressly provided herein, Ocwen shall not assign or transfer any of its rights,
      benefits or privileges hereunder to any other Person, or delegate to or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by Ocwen hereunder. The
      foregoing prohibition on assignment shall not prohibit Ocwen from designating
      a
      Sub-Servicer as payee of any indemnification amount payable to Ocwen hereunder;
      provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder
      and the parties hereto shall not be required to recognize any Subservicer as
      an
      indemnitee under this Agreement.

     

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

     

    
      	SECTION
              6.05  	
              Successor
                Master Servicer.

            


    

     

    In
      connection with the appointment of any successor Master Servicer or the
      assumption of the duties of the Master Servicer, the Depositor or the Trustee
      may make such arrangements for the compensation of such successor Master
      Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
      and such successor Master Servicer shall agree. If the successor Master Servicer
      does not agree that such market value is a fair price, such successor Master
      Servicer shall obtain two quotations of market value from third parties actively
      engaged in the master servicing of single-family mortgage loans. Notwithstanding
      the foregoing, the compensation payable to a successor Master Servicer may
      not
      exceed the compensation which the Master Servicer would have been entitled
      to
      retain if the Master Servicer had continued to act as Master Servicer
      hereunder.

     

    
      	SECTION
              6.06  	
              Delegation
                of Duties.

            


    

     

    In
      the
      ordinary course of business, Ocwen 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 Ocwen 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.

     

    
      	SECTION
              6.07  	
              [Reserved].

            


    

     

    
      	SECTION
              6.08  	
              Inspection.

            


    

     

    Ocwen,
      in
      its capacity as Servicer, shall afford the Depositor, the Master Servicer,
      the
      Trust Administrator and the Trustee, upon reasonable notice, during normal
      business hours, access to all records maintained by Ocwen in respect of its
      rights and obligations hereunder and access to officers of Ocwen responsible
      for
      such obligations.

     

    
      	SECTION
              6.09  	
              Duties
                of the Credit Risk Manager.

            


    

     

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

     

    
      	SECTION
              6.10  	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

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

     

    
      	SECTION
              6.11  	
              Removal
                of the Credit Risk Manager.

            


    

     

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

     

     

     

    ARTICLE
      VII

     

    DEFAULT

     

    
      	SECTION
              7.01  	
              Master
                Servicer Events of Termination and Servicer Events of
                Termination.

            


    

     

    (a)  With
      respect to Ocwen, if any one of the following events (“Servicer Events of
      Termination”) shall occur and be continuing:

     

    (i)  The
      failure by Ocwen to make any Advance; or (B) any other failure by Ocwen 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 (which
      shall
      also be provided via facsimile at the number listed in Section 11.05 of this
      Agreement) of such failure shall have been given to Ocwen by the Trust
      Administrator or to Ocwen and the Trust Administrator by any Holders of a
      Regular Certificate evidencing at least 25% of the Voting Rights;
      or

     

    (ii)  The
      failure by Ocwen to make any required Servicing Advance which failure continues
      unremedied for a period of 30 days, or the failure by Ocwen duly to observe
      or
      perform, in any material respect, any other covenants, obligations or agreements
      of Ocwen as set forth in this Agreement, which failure continues unremedied
      for
      a period of 30 days (or if such failure or breach cannot be remedied within
      30
      days, then such remedy shall have commenced within 30 days and diligently
      pursued thereafter; provided, however, that in no event shall such failure
      or
      breach be allowed to exist for a period of greater than 90 days), after the
      date
      (A) on which written notice of such failure, requiring the same to be remedied,
      shall have been given to Ocwen by the Trust Administrator or to the Trust
      Administrator by 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 Ocwen; or

     

    (iii)  The
      entry
      against Ocwen 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; 

     

    (iv)  Ocwen
      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 Ocwen 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 Ocwen and such decree or order shall have remained in
      force
      undischarged, unbonded or unstayed for a period of 60 days; or Ocwen 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
      withdrawal or downgrade of Ocwen rating of Ocwen by Moody’s to “SQ3-” or
      lower;

     

    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 11:00 A.M., New
      York time, on the Business Day immediately following Servicer Remittance Date
      (provided the Trust Administrator shall give Ocwen notice of such failure to
      advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trust
      Administrator shall terminate all of the rights and obligations of Ocwen under
      this Agreement, to the extent permitted by law, and in and to the Ocwen Mortgage
      Loans and the proceeds thereof and the Master Servicer or the Trustee
(as
      successor master servicer and servicer),
      or a
      successor servicer appointed in accordance with Section 7.02, shall make such
      Advance in accordance with Section 4.04 and assume, pursuant to Section 7.02,
      the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii),
      (iv) and (v) above, the Trust Administrator shall, at the direction of the
      Holders of each Class of Regular Certificates evidencing Percentage Interests
      aggregating not less than 51%, by notice then given in writing to Ocwen (and
      to
      the Trust Administrator if given by Holders of Certificates), terminate all
      of
      the rights and obligations of Ocwen as servicer under this Agreement. Any such
      notice to Ocwen shall also be given to each Rating Agency, the Depositor and
      Ocwen. On or after the receipt by Ocwen (and by the Trustee if such notice
      is
      given by the Holders) of such written notice, all authority and power of Ocwen
      under this Agreement, whether with respect to the Certificates or the Ocwen
      Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
      to and under this Section; and, without limitation, and the Master Servicer
      and
      the Trustee are hereby authorized and empowered to execute and deliver, on
      behalf of Ocwen, 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 Ocwen Mortgage Loan and related
      documents or otherwise. Ocwen agrees to cooperate with the Master Servicer
      and
      the Trustee (or the applicable successor servicer) in effecting the termination
      of the responsibilities and rights of Ocwen hereunder, including, without
      limitation, the delivery to the Master Servicer and the Trustee (as successor
      master servicer and servicer) of all documents and records requested by it
      to
      enable it to assume Ocwen’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
      Ocwen
      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 Ocwen
      in
      such accounts or thereafter serviced by Ocwen with respect to the Ocwen Mortgage
      Loans or any REO Property received by Ocwen (provided, however, that Ocwen
      shall
      continue to be entitled to receive all amounts accrued or owing to it under
      this
      Agreement on or prior to the date of such termination, whether in respect of
      Advances, Servicing Advances, accrued Servicing Fees or otherwise, and shall
      continue to be entitled to the benefits of Section 6.03, notwithstanding any
      such termination, with respect to events occurring prior to such termination).
      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 Ocwen,
      by
      the Trust. 

     

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

     

    (1)  the
      Master Servicer fails to cause to be deposited in the Distribution Account
      any
      amount so required to be deposited pursuant to this Agreement (other than an
      Advance), and such failure continues unremedied for a period of three Business
      Days after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Master Servicer;
      or

     

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

     

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

     

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

     

    (5)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Section 6.05; or

     

    (6)  any
      failure of the Master Servicer to make any Advance (other than a Nonrecoverable
      Advance) required to be made from its own funds pursuant to Section 4.03 by
      5:00 p.m. New York time on the Business Day prior to the applicable Distribution
      Date.

     

    In
      each
      and every such case, so long as such Master Servicer Event of Termination with
      respect to the Master Servicer shall not have been remedied, either the Trustee
      or the Holders of Certificates evidencing not less than 51% of the Voting
      Rights, by notice in writing to the Depositor, the Master Servicer (and to
      the
      Trustee if given by such Certificateholders), with a copy to the Rating Agencies
      and the Credit Risk Manager, may terminate all of the rights and obligations
      (but not the liabilities) of the Master Servicer under this Agreement and in
      and
      to the Mortgage Loans and/or the REO Property master serviced by the Master
      Servicer and the proceeds thereof. Upon the receipt by the Master Servicer
      of
      the written notice, all authority and power of the Master Servicer under this
      Agreement, whether with respect to the Certificates, the Mortgage Loans, REO
      Property or under any other related agreements (but only to the extent that
      such
      other agreements relate to the Mortgage Loans or related REO Property) shall,
      subject to Section 7.03, automatically and without further action pass to
      and be vested in the Trustee(as successor master servicer and servicer) pursuant
      to this Section 7.01(b); and, without limitation, the Trustee (as successor
      master servicer and servicer) is hereby authorized and empowered to execute
      and
      deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s rights and obligations hereunder, including, without limitation, the
      transfer to the Trustee of (i) the property and amounts which are then or should
      be part of the Trust Fund or which thereafter become part of the Trust Fund;
      and
      (ii) originals or copies of all documents of the Master Servicer reasonably
      requested by the Trustee to enable it to assume the Master Servicer’s duties
      thereunder. In addition to any other amounts which are then, or, notwithstanding
      the termination of its activities under this Agreement, may become payable
      to
      the Master Servicer under this Agreement, the Master Servicer shall be entitled
      to receive, out of any amount received on account of a Mortgage Loan or related
      REO Property, that portion of such payments which it would have received as
      reimbursement under this Agreement if notice of termination had not been given.
      The termination of the rights and obligations of the Master Servicer shall
      not
      affect any obligations incurred by the Master Servicer prior to such
      termination.

     

    Notwithstanding
      the foregoing, if a Master Servicer Event of Termination described in clause
      (6)
      of this Section 7.01(b) shall occur, the Trustee shall, by notice in
      writing to the Master Servicer, which may be delivered by telecopy, immediately
      terminate all of the rights and obligations of the Master Servicer thereafter
      arising under this Agreement, but without prejudice to any rights it may have
      as
      a Certificateholder or to reimbursement of Advances and other advances of its
      own funds, and the Trustee shall (as successor master servicer) act as provided
      in Section 7.03 to carry out the duties of the Master Servicer, including
      the obligation to make any Advance the nonpayment of which was a Master Servicer
      Event of Termination described in clause (6) of this Section 7.01(b). Any
      such action taken by the Trustee or the Trust Administrator must be prior to
      the
      distribution on the relevant Distribution Date. 

     

    
      	SECTION
              7.02  	
              Master
                Servicer or Trustee to Act; Appointment of Successor
                Servicer.

            


    

     

    (c)  Within
      90
      days of the time Ocwen (and the Trustee, if notice is sent by the Holders)
      receives a notice of termination pursuant to Section 7.01 or 6.04, the Master
      Servicer shall be the successor in all respects to Ocwen 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 Ocwen by the terms and provisions hereof arising
      on
      and after its succession. Notwithstanding
      the foregoing, the parties hereto agree that the Master Servicer, in its
      capacity as successor Servicer, immediately will assume all of the obligations
      of Ocwen (or to the extent of a failure to make a required advance under any
      other Servicing Agreement, will assume the obligations of the related Servicer)
      to make Advances. Notwithstanding
      the foregoing, the Master Servicer, 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. As compensation therefor, the Master Servicer
      shall be entitled to such compensation as Ocwen would have been entitled to
      hereunder if no such notice of termination had been given. Notwithstanding
      the
      above, (i) if the Master Servicer is unwilling to act as successor Servicer
      or
      (ii) if the Master Servicer is legally unable so to act, the Master Servicer
      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 Ocwen hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of Ocwen hereunder; provided, that
      the
      appointment of any such successor Servicer 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 Ocwen hereunder, the Master
      Servicer or 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 Ocwen Mortgage Loans in an amount
      equal to the compensation which Ocwen would otherwise have received pursuant
      to
      Section 3.18 (or such other compensation as the Master Servicer 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
      reimburse the Master Servicer or Trustee pursuant to Section 3.06), 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 Master
      Servicer or 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, the Master Servicer or the Trustee (in which case
      the
      successor Servicer, the Master Servicer or the Trustee, as applicable, shall
      be
      entitled to reimbursement therefor from the assets of the Trust).

     

    (d)  Any
      successor to Ocwen, including the Master Servicer, shall during the term of
      its
      service as servicer continue to service and administer the Ocwen 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 Ocwen is so required
      pursuant to Section 3.14.

     

    (e)  In
      connection with the resignation, removal or expiration of the term of Ocwen
      hereunder, or in connection with the resignation or removal of any successor
      to
      Ocwen (or any other successor to Ocwen appointed hereunder) acting as successor
      Servicer hereunder, either (i) the successor Servicer, (or any other successor
      to Ocwen appointed hereunder) acting as successor Servicer hereunder, shall
      represent and warrant that it is a member of MERS in good standing and shall
      agree to comply in all material respects with the rules and procedures of MERS
      in connection with the servicing of the Ocwen Mortgage Loans that are registered
      with MERS, in which case the predecessor Servicer shall cooperate with the
      successor Servicer in causing MERS to revise its records to reflect the transfer
      of servicing to the successor Servicer as necessary under MERS’ rules and
      regulations or (ii) the predecessor Servicer shall cooperate with the successor
      Servicer in causing MERS to execute and deliver an assignment of Mortgage in
      recordable form to transfer the Mortgage from MERS to the Master Servicer or
      the
      Trustee and to execute and deliver such other notices, documents and other
      instruments as may be necessary or desirable to effect a transfer of such
      Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the
      successor Servicer. The predecessor Servicer shall file or cause to be filed any
      such assignment in the appropriate recording office. The predecessor Servicer
      shall bear any and all fees of MERS, costs of preparing any assignments of
      Mortgage, and fees and costs of filing any assignments of Mortgage that may
      be
      required under this paragraph. 

     

    
      	SECTION
              7.03  	
              Trustee
                to Act; Appointment of Successor Master
                Servicer.

            


    

     

    (a)  Upon
      the
      receipt by the Master Servicer of a notice of termination pursuant to
      Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
      pursuant to Section 6.05(b) to the effect that the Master Servicer is
      legally unable to act or to delegate its duties to a Person which is legally
      able to act, the Trustee shall automatically become the successor in all
      respects to the Master Servicer in its capacity under this Agreement and the
      transactions set forth or provided for herein and shall thereafter be subject
      to
      all the responsibilities, duties, liabilities and limitations on liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof; provided, however, that the Trustee (i) shall have no obligation
      whatsoever with respect to any liability (other than Advances deemed recoverable
      and not previously made) incurred by the Master Servicer at or prior to the
      time
      of termination and (ii) shall not be obligated to perform any obligation of
      the
      Master Servicer under Section 3.20 or 3.21 with respect to any period of time
      during which the Trustee was not the Master Servicer. As compensation therefor,
      but subject to Section 6.05, the Trustee shall be entitled to compensation
      which the Master Servicer would have been entitled to retain if the Master
      Servicer had continued to act hereunder, except for those amounts due the Master
      Servicer as reimbursement permitted under this Agreement for advances previously
      made or expenses previously incurred. Notwithstanding the above, the Trustee
      may, if it shall be unwilling so to act, or shall, if it is legally unable
      so to
      act, appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution which is a Fannie Mae- or
      Freddie Mac-approved servicer, and with respect to a successor to the Master
      Servicer only, having a net worth of not less than $10,000,000, as the successor
      to the Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the Depositor shall obtain consent and a letter or other evidence
      each Rating Agency that the ratings, if any, on each of the Certificates will
      not be lowered as a result of the selection of the successor to the Master
      Servicer. Pending appointment of a successor to the Master Servicer hereunder,
      the Trustee shall act in such capacity as hereinabove provided. In connection
      with such appointment and assumption, the Trustee may make such arrangements
      for
      the compensation of such successor out of payments on the Mortgage Loans as
      it
      and such successor shall agree; provided, however, that the provisions of
      Section 6.05 shall apply, the compensation shall not be in excess of that
      which the Master Servicer would have been entitled to if the Master Servicer
      had
      continued to act hereunder, and that such successor shall undertake and assume
      the obligations of the Trustee to pay compensation to any third Person acting
      as
      an agent or independent contractor in the performance of master servicing
      responsibilities hereunder. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession.

     

    If
      the
      Master Servicer and the Trust Administrator are the same entity, then at any
      time the Master Servicer resigns or is removed as Master Servicer, the Trust
      Administrator shall also be removed hereunder. All reasonable Master Servicing
      Transfer Costs shall be paid by the predecessor Master Servicer (or, if the
      Trustee is the predecessor master servicer, the Trust Fund) upon presentation
      of
      reasonable documentation of such costs, and if such predecessor Master Servicer
      defaults in its obligation to pay such costs, such costs shall be paid by the
      successor Master Servicer or the Trustee (in which case the successor Master
      Servicer or the Trustee, as applicable, shall be entitled to reimbursement
      therefor from the assets of the Trust Fund).

     

    If
      the
      Trustee shall succeed to any duties of the Master Servicer respecting the
      Mortgage Loans as provided herein, it shall do so in a separate capacity and
      not
      in its capacity as Trustee and, accordingly, the provisions of Article VIII
      shall be inapplicable to the Trustee in its duties as the successor to the
      Master Servicer in the master servicing of the Mortgage Loans (although such
      provisions shall continue to apply to the Trustee in its capacity as Trustee);
      the provisions of Article VI, however, shall apply to it in its capacity as
      successor Master Servicer.

     

    
      	SECTION
              7.04  	
              Waiver
                of Defaults.

            


    

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, waive
      any
      events permitting removal of Ocwen 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. Upon any waiver of a past default, such default
      shall cease to exist and any Master 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 Trust Administrator or the
      Trustee, as applicable, to the Rating Agencies.

     

    
      	SECTION
              7.05  	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination or appointment of a successor to Ocwen or the Master Servicer
      pursuant to this Article VII or Section 6.04, the Trust Administrator, or in
      the
      event of the termination of the Master Servicer, the Trustee (or such other
      trust administrator) shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register 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 or a Master Servicer Event of Termination for five Business Days
      after a Responsible Officer of the Trust Administrator (in the case of a
      Servicer Event of Termination) or the Trustee (in the case of a Master Servicer
      Event of Termination) becomes aware of the occurrence of such an event, the
      Trust Administrator or Trustee, as applicable, shall transmit by mail to the
      Credit
      Risk Manager
      and all
      Certificateholders notice of such occurrence unless such default, Servicer
      Event
      of Termination or Master Servicer Event of Termination shall have been waived
      or
      cured.

     

    
      	SECTION
              7.06  	
              Survivability
                of Servicer and Master Servicer
                Liabilities.

            


    

     

    Notwithstanding
      anything herein to the contrary, upon termination of Ocwen or the Master
      Servicer hereunder, any liabilities of Ocwen or the Master Servicer, as
      applicable, which accrued prior to such termination shall survive such
      termination.

     

     

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	SECTION
              8.01  	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    The
      Trustee and the Trust Administrator, prior to the occurrence of a Servicer
      Event
      of Termination or Master Servicer Event of Termination and after the curing
      of
      all Servicer Events of Termination or Master 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 or Master Servicer Event of Termination has occurred (which has
      not
      been cured) of which a Responsible Officer has knowledge, each of the Trustee
      and the Trust Administrator shall exercise such of the rights and powers vested
      in it by this Agreement, and use the same degree of care and skill in their
      exercise, as a prudent man would exercise or use under the circumstances in
      the
      conduct of his own affairs.

     

    Each
      of
      the Trustee and the Trust Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement; provided, however,
      that neither the Trustee nor the Trust Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner the Trustee
      or the Trust Administrator, as applicable, shall take such action as it deems
      appropriate to have the instrument corrected, and if the instrument is not
      corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
      Trustee or the Trust Administrator, as applicable, will provide notice thereof
      to the Certificateholders.

     

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

     

    (i)  prior
      to
      the occurrence of a Servicer Event of Termination or Master Servicer Event
      of
      Termination, and after the curing of all such Servicer Events of Termination
      or
      Master Servicer Events of Termination which may have occurred, the duties and
      obligations of the Trustee and the Trust Administrator shall be determined
      solely by the express provisions of this Agreement, the Trustee and the Trust
      Administrator shall not be liable except for the performance of such duties
      and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Trust Administrator and, in the absence of bad faith on the part of
      the
      Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
      Administrator, as applicable, may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Trust Administrator,
      as
      the case may be, and conforming to the requirements of this
      Agreement;

     

    (ii)  neither
      the Trustee nor the Trust Administrator shall be personally liable for an error
      of judgment made in good faith by a Responsible Officer of the Trustee or the
      Trust Administrator, as applicable, unless it shall be proved that the Trustee
      or the Trust Administrator, as the case may be, was negligent in ascertaining
      the pertinent facts; 

     

    (iii)  neither
      the Trustee nor the Trust Administrator shall be personally liable with respect
      to any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the Majority Certificateholders relating to
      the
      time, method and place of conducting any proceeding for any remedy available
      to
      the Trustee or the Trust Administrator, as applicable, 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 Ocwen to comply
      with the obligations of Ocwen referred to in clauses (i) and (ii) of Section
      7.01(a) or of the existence of any Servicer Event of Termination 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 Depositor, Ocwen or the Majority Certificateholders.

     

    Neither
      the Trustee nor the Trust Administrator shall 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 Master Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

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

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  either
      the Trustee or the Trust Administrator 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 or the Trust Administrator may prescribe;

     

    (ii)  either
      the Trustee or the Trust Administrator 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)  neither
      the Trustee nor the Trust Administrator shall be under any obligation to
      exercise any of the rights or powers vested in it by this Agreement, or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders, shall have
      offered to the Trustee or the Trust Administrator, as applicable, reasonable
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred therein or thereby; the right of the Trustee or the Trust Administrator
      to perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and neither the Trustee nor the Trust Administrator shall
      be answerable for other than its negligence or willful misconduct in the
      performance of any such act;

     

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

     

    (v)  prior
      to
      the occurrence of a Servicer Event of Termination or Master Servicer Event
      of
      Termination and after the curing of all Servicer Events of Termination or Master
      Servicer Events of Termination which may have occurred, neither the Trustee
      nor
      the Trust Administrator shall be bound to make any investigation into the facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or documents, unless requested in writing to do so by the Majority
      Certificateholder; provided, however, that if the payment within a reasonable
      time to the Trustee or the Trust Administrator, as applicable, of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Trust Administrator,
      as
      applicable, not reasonably assured to the Trustee or the Trust Administrator,
      as
      applicable, by the security afforded to it by the terms of this Agreement,
      the
      Trustee or the Trust Administrator, as applicable, 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 related Servicer or, if paid by the Trustee or the Trust Administrator,
      as
      applicable, shall be reimbursed by the related Servicer upon demand and, if
      not
      reimbursed by the related Servicer, shall be reimbursed by the Trust. Nothing
      in
      this clause (v) shall derogate from the obligation of the related Servicer
      to
      observe any applicable law prohibiting disclosure of information regarding
      the
      Mortgagors;

     

    (vi)  the
      Trustee or the Trust Administrator shall not be accountable, shall have no
      liability and make no representation as to any acts or omissions hereunder
      of
      Ocwen 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 or the Trust Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys, custodians or nominees;

     

    (viii)  the
      right
      of the Trustee or the Trust Administrator 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; 

     

    (ix)  neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      loss
      resulting from the investment of funds held in the Collection Account or the
      REO
      Account made at the direction of Ocwen pursuant to Section 3.12;
      and

     

    (x)  the
      Trustee or the Trust Administrator or its Affiliates are permitted to receive
      compensation that could be deemed to be in the Trustee’s or the Trust
      Administrator’s economic self-interest for (i) serving as investment adviser,
      administrator, shareholder, servicing agent, custodian or sub-custodian with
      respect to certain of the Permitted Investments, (ii) using Affiliates to effect
      transactions in certain Permitted Investments and (iii) effecting transactions
      in certain Permitted Investments. Such compensation shall not be considered
      an
      amount that is reimbursable or payable pursuant to Section 3.11. 

     

    In
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable Law”), the
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee. Accordingly, each of the parties agrees to provide to the Trustee
      upon
      its request from time to time such identifying information and documentation
      as
      may be available for such party in order to enable the Trustee to comply with
      Applicable Law.

     

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

            


    

     

    The
      recitals contained herein and in the Certificates (other than, with respect
      to
      the Trust Administrator, the authentication of the Trust Administrator on the
      Certificates) shall be taken as the statements of the Depositor, and neither
      the
      Trustee nor the Trust Administrator assumes responsibility for the correctness
      of the same. Neither the Trustee nor the Trust Administrator makes any
      representations as to the validity or sufficiency of this Agreement or of the
      Certificates (other than, with respect to the Trust Administrator, the signature
      and authentication of the Trust Administrator on the Certificates) or of any
      Mortgage Loan or related document or MERS or the MERS® System other than, with
      respect to the Trust Administrator, the Trust Administrator’s execution and
      authentication of the Certificates. Neither the Trustee nor the Trust
      Administrator shall be accountable for the use or application by a Servicer,
      or
      for the use or application of any funds paid to a Servicer in respect of the
      Mortgage Loans or deposited in or withdrawn from the Collection Account or
      the
      related Custodial Account by the related Servicer. The Trustee and the Trust
      Administrator 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; 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; the compliance by the Depositor, the Originator, the Seller
      or
      Ocwen 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 Ocwen or any loss resulting therefrom, it being understood that the Trust
      Administrator shall remain responsible for any Trust property that it may hold
      in its individual capacity; the acts or omissions of any of Ocwen (other than
      if
      the Trust Administrator shall assume the duties of Ocwen pursuant to Section
      7.02), any Sub-Servicer or any Mortgagor; any action of Ocwen, or any
      Sub-Servicer taken in the name of the Trust Administrator; the failure of a
      Servicer or any Sub-Servicer to act or perform any duties required of it as
      agent of the Trust Administrator hereunder; or any action by the Trust
      Administrator taken at the instruction of Ocwen; 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. Neither the Trust
      Administrator nor the Trustee shall have 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
                and Trust Administrator May Own
                Certificates.

            


    

     

    The
      Trustee and the Trust Administrator 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 or Trust Administrator may transact any banking
      and
      trust business with the Originator, any Servicer, the Depositor or their
      Affiliates.

     

    
      	SECTION
              8.05  	
              Trust
                Administrator and Trustee Compensation and
                Expenses.

            


    

     

    (a)  The
      Trustee will be paid by the Master Servicer pursuant to a side letter between
      each other. 

     

    (b)  The
      Trustee, the Trust Administrator or any director, officer, employee or agent
      of
      any of them, shall be indemnified by the Trust Fund and held harmless against
      any loss, liability or expense (not including expenses and disbursements
      incurred or made by the Trustee or the Trust Administrator, including the
      compensation and the expenses and disbursements of its agents and counsel,
      in
      the ordinary course of the Trustee’s or the Trust Administrator’s performance in
      accordance with the provisions of this Agreement) incurred by the Trustee or
      by
      the Trust Administrator arising out of or in connection with the acceptance
      or
      administration of the obligations and duties of the Trustee or the Trust
      Administrator under this Agreement, other than any loss, liability or expense
      (i) resulting from a breach of Ocwen’s or the Master Servicer’s obligations and
      duties under this Agreement for which the Trustee or the Trust Administrator,
      as
      applicable, is indemnified under Section 8.05(b) or (ii) any loss, liability
      or
      expense incurred by reason of willful misfeasance, bad faith or negligence
      of
      the Trustee or of the Trust Administrator, as applicable, in the performance
      of
      its duties hereunder or by reason of the Trustee’s or the Trust Administrator’s,
      as applicable, reckless disregard of obligations and duties hereunder or as
      a
      result of a breach of the Trustee’s or the Trust Administrator’s, as applicable,
      obligations under Article X hereof. Any amounts payable to the Trustee, the
      Trust Administrator or any director, officer, employee or agent of the Trustee
      or the Trust Administrator, 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, the Trust Administrator or any director, officer,
      employee or agent of the Trustee or the Trust Administrator, may have hereunder
      in its capacity as such, may be withdrawn by the Trust Administrator from the
      Distribution Account at any time. The foregoing indemnity shall survive the
      resignation or removal of the Trustee or the Trust Administrator.

     

    
      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator 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 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
      offices of each of the Trustee and the Trust Administrator (other than the
      initial Trustee and initial Trust Administrator) shall be in a state with
      respect to which an Opinion of Counsel has been delivered to such Trustee or
      Trust Administrator, as applicable, at the time such Trustee or Trust
      Administrator, as applicable, is appointed Trustee or Trust Administrator,
      as
      applicable, 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 or the Trust Administrator
      shall cease to be eligible in accordance with the provisions of this Section
      8.06, the Trustee or the Trust Administrator, as applicable, shall resign
      immediately in the manner and with the effect specified in Section
      8.07.

     

    
      	SECTION
              8.07  	
              Resignation
                or Removal of Trustee or Trust
                Administrator.

            


    

     

    The
      Trustee or the Trust Administrator may at any time resign and be discharged
      from
      the trusts hereby created by giving written notice thereof to the Depositor,
      the
      Servicers, the Master Servicer, each Rating Agency and, if the Trustee is
      resigning, to the Trust Administrator, or, if the Trust Administrator is
      resigning, to the Trustee. Upon receiving such notice of resignation, the
      Depositor shall promptly appoint a successor Trustee or Trust Administrator,
      (which may be the same Person in the event both the Trustee and the Trust
      Administrator resign or are removed) by written instrument, in duplicate, one
      copy of which instrument shall be delivered to the resigning Trustee or Trust
      Administrator, as applicable, and one copy to the successor Trustee or Trust
      Administrator. If no successor Trustee or Trust Administrator, as applicable,
      shall have been so appointed and having accepted appointment within 30 days
      after the giving of such notice of resignation, the resigning Trustee or Trust
      Administrator may petition any court of competent jurisdiction for the
      appointment of a successor Trustee or Trust Administrator, as
      applicable.

     

    If
      the
      Trust Administrator and the Master Servicer are the same entity, then at any
      time the Trust Administrator resigns or is removed as Trust Administrator,
      the
      Master Servicer shall also be removed hereunder. 

     

    If
      at any
      time the Trustee or the Trust Administrator 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 in the case of the Trust
      Administrator, the Trustee), or if at any time the Trustee or the Trust
      Administrator shall be legally unable to act, or shall be adjudged bankrupt
      or
      insolvent, or a receiver of the Trustee or the Trust Administrator or of its
      property shall be appointed, or any public officer shall take charge or control
      of the Trustee or the Trust Administrator or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, then the Depositor,
      the
      Servicers or the Master Servicer may remove the Trustee or the Trust
      Administrator, as applicable. If the Depositor, the Servicers or the Master
      Servicer removes the Trustee or the Trust Administrator under the authority
      of
      the immediately preceding sentence, the Depositor shall promptly appoint a
      successor Trustee or Trust Administrator, as applicable, by written instrument,
      in duplicate, one copy of which instrument shall be delivered to the Trustee
      or
      Trust Administrator so removed and one copy to the successor Trustee or Trust
      Administrator.

     

    The
      Majority Certificateholders may at any time remove the Trustee or Trust
      Administrator by written instrument or instruments delivered to the Servicers,
      the Master Servicer, the Depositor, the Trust Administrator and the Trustee;
      the
      Depositor shall thereupon use its best efforts to appoint a successor trustee
      in
      accordance with this Section.

     

    Any
      resignation or removal of the Trustee or Trust Administrator and appointment
      of
      a successor Trustee or Trust Administrator 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.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the Trust
      Administrator shall at all times be the same Person.

     

    
      	SECTION
              8.08  	
              Successor
                Trustee.

            


    

     

    Any
      successor Trustee or Trust Administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the Depositor, the Servicers, the
      Master Servicer and to its predecessor Trustee or Trust Administrator an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor Trustee or Trust Administrator shall become
      effective, and such successor Trustee or Trust Administrator, without any
      further act, deed or conveyance, shall become fully vested with all the rights,
      powers, duties and obligations of its predecessor hereunder, with like effect
      as
      if originally named as Trustee or Trust Administrator. The Depositor, the Master
      Servicer, the Servicers and the predecessor Trustee or Trust Administrator
      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 Trust Administrator all such rights, powers, duties and
      obligations.

     

    No
      successor Trustee or Trust Administrator shall accept appointment as provided
      in
      this Section 8.08 unless at the time of such acceptance such successor Trustee
      or Trust Administrator shall be eligible under the provisions of Section 8.06
      and the appointment of such successor Trustee or Trust Administrator shall
      not
      result in a downgrading of the Regular Certificates by any Rating Agency, as
      evidenced by a letter from each Rating Agency.

     

    Upon
      acceptance of appointment by a successor Trustee or Trust Administrator as
      provided in this Section 8.08, the successor Trustee or Trust Administrator
      shall mail notice of the appointment of a successor Trustee or Trust
      Administrator hereunder to all Holders of Certificates at their addresses as
      shown in the Certificate Register and to each Rating Agency.

     

    Any
      Person appointed as successor Trust Administrator pursuant to this Agreement
      shall also be required to serve as successor supplemental interest trust trustee
      under the Interest Rate Swap Agreement and
      as
      successor cap trustee under the Interest Rate Cap Agreement.

     

    
      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      entity into which the Trustee or the Trust Administrator may be merged or
      converted or with which it may be consolidated, or any entity resulting from
      any
      merger, conversion or consolidation to which the Trustee or the Trust
      Administrator shall be a party, or any entity succeeding to the business of
      the
      Trustee or Trust Administrator, shall be the successor of the Trustee or the
      Trust Administrator hereunder, as applicable, 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 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
      Servicers and the Trustee may consider necessary or desirable. Any such
      co-trustee or separate trustee shall be subject to the written approval of
      the
      related Servicer. If the related Servicer 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 related 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 Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust 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
      related Servicer and the Trustee, acting jointly, 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 and the related Servicer.

     

    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 Trust Administrator, not in its individual
      capacity but solely as Trust Administrator 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 Trust Administrator in
      the
      Certificates is made and intended not as a personal undertaking or agreement
      by
      the Trust Administrator 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 Depositor, each Servicer and each
      Certificateholder upon reasonable prior 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, each Servicer
      and
      any requesting Certificateholder with its most recent financial statements.
      The
      Trustee shall cooperate fully with the Seller, each Servicer, the Depositor
      and
      such Certificateholder and shall make available to the Seller, each Servicer,
      the Depositor and such Certificateholder for review and copying such books,
      documents or records as may be requested with respect to the Trustee’s duties
      hereunder. The Seller, the Depositor, each Servicer and the Certificateholders
      shall not have any responsibility or liability for any action or failure to
      act
      by the Trustee and are not obligated to supervise the performance of the Trustee
      under this Agreement or otherwise.

     

    
      	SECTION
              8.13  	
              Suits
                for Enforcement.

            


    

     

    In
      case a
      Servicer Event of Termination or other default by a Servicer or the Depositor
      hereunder or under the related Servicing Agreement shall occur and be
      continuing, the Trustee, shall, at the direction of the Majority
      Certificateholders, or may, proceed to protect and enforce its rights and the
      rights of the Certificateholders 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 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.

     

    
      	SECTION
              8.16  	
              Appointment
                of the Custodians.

            


    

     

    The
      Trustee shall, at the direction of the Depositor and with the consent of the
      Servicers, appoint the Custodians to hold all or a portion of the Mortgage
      Files. The appointment of the Custodians may at any time be terminated and
      a
      substitute Custodian appointed therefor at the direction of the Depositor to
      the
      Trustee, the consent to which shall not be unreasonably withheld. Each Custodian
      shall be entitled to its fees and expenses in accordance with the related
      Custodial Agreement, which fees and expenses shall be paid to the related
      Custodian from the Trust in accordance with Section 8.05. Subject to Article
      VIII hereof, the Trustee agrees to comply with the terms of each Custodial
      Agreement to which it is a party, which agreement may be amended from time
      to
      time, and shall have the right to enforce the terms and provisions thereof
      against the related Custodian for the benefit of the Certificateholders having
      an interest in any Mortgage File held by such Custodian. Notwithstanding
      anything to the contrary in this Agreement, neither Custodian is an agent of
      the
      Trustee and in no event shall the Trustee be liable for any acts, omission,
      duties, obligations, or liabilities of either Custodian. In no event shall
      the
      appointment of the Custodians pursuant to the Custodial Agreements diminish
      the
      obligations of the Trustee hereunder.

     

     

     

    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
      Trust
      Administrator shall pay any and all expenses relating to any tax audit of any
      REMIC (including, but not limited to, any professional fees or any
      administrative or judicial proceedings with respect to any Trust REMIC that
      involve the Internal Revenue Service or state tax authorities), including the
      expense of obtaining any tax related Opinion of Counsel. The Trust Administrator
      shall be entitled to reimbursement of expenses incurred pursuant to this Section
      9.01(c) to the extent provided in Section 8.05.

     

    (d)  The
      Trust
      Administrator shall prepare, sign and file, all of the REMICs’ federal and state
      tax and information returns (including Form 8811) as the direct representative
      each REMIC created hereunder. The expenses of preparing and filing such returns
      shall be borne by the Trust Administrator.

     

    (e)  The
      Holder of the Class R Certificate at any time holding the largest Percentage
      Interest thereof shall be the “tax matters person” as defined in the REMIC
      Provisions (the related “Tax Matters Person”) with respect to REMIC
      1,
      REMIC
      2
      and
      REMIC 3 and shall act as Tax Matters Person for each such REMIC. The Holder
      of
      the Class R-X Certificate at any time holding the largest Percentage Interest
      thereof shall be the Tax Matters Person with respect to REMIC 4,
      REMIC
5
      and
      REMIC 6, and shall act as Tax Matters Person for each such REMIC. The Trust
      Administrator, 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 Trust Administrator, 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 upon reasonable additional compensation and (ii) to the
      Certificateholders such information or reports as are required by the Code
      or
      REMIC Provisions. The Trust Administrator, 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
      Trust
      Administrator, the Master Servicer, Ocwen and the Holders of Certificates shall
      not take any action or cause any 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. None
      of
      the Trustee, the Trust Administrator, Ocwen or 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 Trust Administrator and Ocwen 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 Trust Administrator and Ocwen, 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
      Trust Administrator or the Master 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 Trust Administrator 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 for state tax purposes by virtue of the location of Ocwen, Ocwen
      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
      Trust
      Administrator, 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)  None
      of
      the Trustee, the Trust Administrator, Ocwen or the Master Servicer shall enter
      into any arrangement by which any REMIC created hereunder will receive a fee
      or
      other compensation for services.

     

    (k)  [Reserved].

     

    (l)  The
      Trust
      Administrator 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.

            


    

     

    None
      of
      the Depositor, Ocwen, the Master Servicer, the Trust Administrator or the
      Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans,
      except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan,
      (ii)
      the bankruptcy of the Trust Fund, (iii) the termination of 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 has received
      an Opinion of Counsel (at the expense of the party causing such sale,
      disposition, or substitution) that such disposition, acquisition, substitution,
      or acceptance will not (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 negligent
      performance by Ocwen of its duties and obligations set forth herein, Ocwen
      shall
      indemnify the Trustee, the Master Servicer, the Trust Administrator and the
      Trust Fund against any and all losses, claims, damages, liabilities or expenses
      (“Losses”) resulting from such negligence; provided, however, that Ocwen shall
      not be liable for any such Losses attributable to the action or inaction of
      the
      Master Servicer, the Trustee, the Trust Administrator, 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 Ocwen 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 Ocwen 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 Ocwen 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 Trust Administrator of its duties and obligations set forth
      herein, the Trust Administrator shall indemnify the Trust Fund against any and
      all Losses resulting from such negligence; provided, however, that the Trust
      Administrator shall not be liable for any such Losses attributable to the action
      or inaction of Ocwen, 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 Trust Administrator 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
      Trust Administrator have any liability (1) for any action or omission that
      is
      taken in accordance with and in compliance with the express terms of, or which
      is expressly permitted by the terms of, this Agreement, (2) for any Losses
      other
      than arising out of a negligent performance by the Trust Administrator of its
      duties and obligations set forth herein, and (3) for any special or
      consequential damages to Certificateholders (in addition to payment of principal
      and interest on the Certificates).

     

     

     

    ARTICLE
      X

     

    TERMINATION

     

    
      	SECTION
              10.01  	
              Termination.

            


    

     

    (a)  The
      respective obligations and responsibilities of Ocwen, the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee created hereby (other than
      the
      obligation of the Trust
      Administrator to
      make
      certain payments to Certificateholders after the final Distribution Date and
      the
      obligation of Ocwen to send certain notices as hereinafter set forth) shall
      terminate upon notice to the Trust Administrator 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 optional purchase
      by the Terminator of the Mortgage Loans as described below and (iv) the
      Distribution Date in March 2037. Notwithstanding the foregoing, in no event
      shall the trust created hereby continue beyond the expiration of 21 years from
      the death of the last survivor of the descendants of Joseph P. Kennedy, the
      late
      ambassador of the United States to the Court of St. James’s, living on the date
      hereof.

     

    Ocwen,
      or
      if Ocwen fails to exercise such option within ten (10) Business Days after
      receipt of notice from the Master Servicer, the Master Servicer (in such
      context, the “Terminator”), may, at its option, 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 Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date by purchasing, on the next succeeding Distribution
      Date, all of the outstanding Mortgage Loans and REO Properties at a price equal
      to the greater of (i) 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 and (ii) fair market value of the Mortgage Loans and
      REO
      Properties (as determined and as agreed upon 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) by (x) the Terminator, (y) the Holders of a majority in Percentage
      Interest in the Class C Certificates and (z) if the Floating Rate Certificates
      will not receive all amounts owed to it as a result of the termination, the
      Trust Administrator, provided that if this clause (z) applies to such
      determination, such determination shall be based solely upon an appraisal
      obtained as provided in the last sentence of this paragraph), 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 and any accrued and unpaid Net WAC
      Rate Carryover Amounts and any Swap Termination Payment payable to the Swap
      Provider (the “Termination Price”); provided, however, such option may only be
      exercised if the Termination Price is sufficient to result in the payment of
      all
      interest accrued on, as well as amounts necessary to retire the principal
      balance of, each class of notes issued pursuant to the Indenture. If the
      determination of the fair market value of the Mortgage Loans and REO Properties
      shall be required to be made and agreed upon by the Terminator, the Holders
      of a
      majority in Percentage Interest in the Class C Certificates and the Trust
      Administrator as provided in (ii) above, such determination shall be based
      on an
      appraisal of the value of the Mortgage Loans and REO Properties conducted by
      an
      independent appraiser mutually agreed upon by the Terminator, the Holders of
      a
      majority in Percentage Interest in the Class C Certificates and the Trust
      Administrator in their reasonable discretion, and (A) such appraisal shall
      be
      obtained at no expense to the Trustee and (B) the Trust Administrator may
      conclusively rely on, and shall be protected in relying on, such
      appraisal.

     

    By
      acceptance of a Residual Certificate, the Holders of the Residual Certificates
      agree, in connection with any termination hereunder, to assign and transfer
      any
      amounts in excess of par, and to the extent received in respect of such
      termination, to pay any such amounts to the Holders of the Class C
      Certificates.

     

    (a)  In
      connection with any termination pursuant to this Section 10.01: 

     

    (1)  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, the Terminator
      shall notify in writing (which may be done in electronic format), the Trust
      Administrator, the Master Servicer, the Swap Provider and the Trustee of the
      final Distribution Date on which the Terminator intends to terminate the Trust
      Fund;

     

    (2)  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,
      the Swap Provider shall notify in writing (in accordance with the applicable
      provisions of the Interest Rate Swap Agreement) (which may be done in electronic
      format) and by phone, the Terminator, the Trust Administrator, the Master
      Servicer and the Trustee of the amount of the Estimated Swap Termination
      Payment; and

     

    (3)  Three
      (3)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Sections 10.01, (x) the Terminator shall, no
      later
      than 1:00 pm (New
      York
      City time) on such day, deliver to the Trust Administrator and the Trust
      Administrator 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 Trust Administrator shall have received
      an
      Officer’s Certificate stating 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, then the Trust Administrator 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 specified in Section 10.01 have
      been met (the “Optional Termination Notice”). Upon the delivery of the Optional
      Termination Notice by the Trust Administrator 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 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 Trust Administrator 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 Sections 10.01.

     

    Upon
      a
      termination pursuant to this Section 10.01, the Trustee shall assign to the
      Terminator each of the representations and warranties made by the Originator
      and
      the Seller pursuant to the Master Agreement and the Assignment Agreement,
      without recourse, representation or warranty.

     

    In
      connection with any such purchase pursuant to this Section 10.01, the Terminator
      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)  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 Trust Administrator for payment of the
      final
      distribution and cancellation, shall be given promptly by the Trust
      Administrator upon the Trust Administrator receiving notice of such date from
      the Terminator, by letter to the Certificateholders 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 Trust Administrator 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
      Trust Administrator therein specified.

     

    (c)  Upon
      presentation and surrender of the Certificates, the Trust Administrator 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.

     

    (d)  In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Trust Administrator shall promptly following such date cause all funds in the
      Distribution Account not distributed in final distribution to Certificateholders
      to be withdrawn therefrom and credited to the remaining Certificateholders
      by
      depositing such funds in a separate Servicing Account for the benefit of such
      Certificateholders, and the Terminator (if the Terminator has exercised its
      right to purchase the Mortgage Loans) or the Trust Administrator (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 Residual
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto, and the Trust Administrator upon transfer of such
      funds shall be discharged of any responsibility for such funds, and the
      Certificateholders shall look to the Residual Certificateholders for
      payment.

     

    
      	SECTION
              10.02  	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the Terminator exercises its purchase option as provided in Section
      10.01, each REMIC shall be terminated in accordance with the following
      additional requirements, unless the Trust Administrator 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 Terminator shall adopt and the
      Trust Administrator 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 Trust Administrator shall sell all
      of
      the assets of the Trust Fund to the Terminator 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
      Trust Administrator as their attorney in fact to: (i) adopt such a plan of
      complete liquidation (and the Certificateholders hereby appoint the Trust
      Administrator 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, Ocwen, the Master
      Servicer, the Trust Administrator and the Trustee; 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 or (iii) to make any other provisions with respect to matters
      or questions arising under this Agreement which shall not be inconsistent with
      the provisions of this Agreement; provided that such action shall not as
      evidenced by either (a) an Opinion of Counsel delivered to Ocwen, the Master
      Servicer, the Trustee and the Trust Administrator or (b) written or electronic
      notice to the Depositor, Ocwen, the Master Servicer, the Trustee and the Trust
      Administrator from each Rating Agency that such action will not result in the
      reduction or withdrawal of the rating of any outstanding Class of Certificates
      with respect to which it is a Rating Agency, adversely affect in any material
      respect the interests of any Certificateholder. 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 Rating Agency
      confirmation shall be required to address the effect of any such amendment
      on
      any such consenting Certificateholder.

     

    In
      addition, this Agreement may be amended from time to time by the Depositor,
      Ocwen, the Master Servicer, the Trust Administrator and the Trustee with the
      consent of the Majority Certificateholders 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
      the Holders of Certificates; provided, however, that no such amendment or waiver
      shall (x) reduce in any manner the amount of, or delay the timing of, payments
      on the Certificates or distributions which are required to be made on any
      Certificate without the consent of the Holder of such Certificate, (y) adversely
      affect in any material respect the interests of the Swap Provider or the Holders
      of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel
      delivered to the Trustee or (ii) written notice to the Depositor, Ocwen, the
      Master Servicer and the Trustee from each Rating Agency that such action will
      not result in the reduction or withdrawal of the rating of any outstanding
      Class
      of Certificates with respect to which it is a Rating Agency) in a manner other
      than as described in clause (x) above, without the consent of the Holders of
      Certificates of such Class evidencing at least a 66% Percentage Interest in
      such
      Class, or (z) reduce the percentage of Voting Rights required by clause (y)
      above without the consent of the Holders of all Certificates of such Class
      then
      outstanding. Upon approval of an amendment, a copy of such amendment shall
      be
      sent to the Rating Agencies.

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee and the Trust
      Administrator 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, 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 or trustee) 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 Trust Administrator shall furnish,
      at the expense of the Person that requested the amendment if such Person is
      Ocwen (but in no event at the expense of the Trustee or the Trust
      Administrator), 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
      Ocwen 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 Trust Administrator may prescribe.

     

    The
      Trustee and the Trust Administrator may, but neither shall 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 Ocwen at the expense of the
      Trust, but only upon direction of the 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, 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 Ocwen as Servicer, Ocwen Loan Servicing, LLC, 1675 Palm Beach
      Lakes Boulevard, Suite 10A, West Palm Beach, Florida 33401, Attention: Secretary
      (telecopy number: (561) 682-8177), or such other address or telecopy number
      as
      may hereafter be furnished to the Depositor, the Master Servicer, the Trust
      Administrator and the Trustee in writing, (b) ) in the case of the Trustee,
      Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana,
      California 92705-4934, Attention: Trust Admin—GC07S1 (telecopy number: (714)
      247-6478), or such other address or telecopy number as may hereafter be
      furnished to the Depositor, Ocwen, the Trust Administrator and the Master
      Servicer in writing by the Trustee, or such other address or telecopy number
      as
      may hereafter be furnished to the Master Servicer and the Depositor in writing
      by the Trustee, (c) in the case of the Credit Risk Manager, 1700 Lincoln Street,
      Suite 1600, Denver, Colorado 80203, Attention: General Counsel, or such other
      address or telecopy number as may hereafter be furnished to the Depositor,
      Ocwen, the Trust Administrator and the Master Servicer, (d) in the case of
      the
      Master Servicer or the Trust Administrator, Wells Fargo Bank, N.A., P.O. Box
      98,
      Columbia, Maryland 21046, Attention: Soundview 2007-1 (telecopy number (410)
      715-2380), with a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Soundview 2007-1 (telecopy number (410)
      715-2380), and for certificate transfer purposes, with a copy to Wells Fargo
      Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
      Attention: Soundview 2007-1, or such other address or telecopy number as may
      hereafter be furnished to Ocwen, the Trustee and the Depositor in writing by
      the
      Master Servicer and (e) in the case of the Depositor, Financial Asset Securities
      Corp., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal,
      or
      such other address or telecopy number as may hereafter be furnished to Ocwen,
      the Master Servicer, the Trust Administrator and the Trustee in writing by
      the
      Depositor. 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 a Servicer Event of
      Termination 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.

            


    

     

    (a)  Each
      of
      the Trustee, the Trust Administrator, the Master Servicer and Ocwen shall be
      obligated to use its best reasonable efforts promptly to provide notice to
      the
      Rating Agencies with respect to each of the following of which a Responsible
      Officer of the Trust Administrator, the Master Servicer or Ocwen, 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 or Master Servicer Event of
      Termination that has not been cured or waived;

     

    (iii)  the
      resignation or termination of Master Servicer, the Trust Administrator 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 Trust Administrator shall promptly make available to each Rating
      Agency copies of each Statement to Certificateholders described in Section
      4.03
      hereof and copies of the following:

     

    (i)  each
      annual statement as to compliance described in Section 3.20 hereof;

     

    (ii)  each
      Attestation Report described in Section 3.21 hereof; and

     

    (i)  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 (i) Moody’s Investors
      Service, Inc., 99 Church Street, New York, New York 10007 and (ii) Standard
      & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., 55
      Water Street, 41st
      Floor,
      New York, New York 10041, Attention: Residential Mortgage Surveillance
      Group.

     

    
      	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  	
              Benefits
                of Agreement.

            


    

     

    Each
      of
      the Swap Provider and the Cap Provider shall be an express third party
      beneficiary of this Agreement as if a party hereto to the extent of Swap
      Provider's and Cap Provider’s rights, respectively, as are explicitly specified
      herein.

     

    Other
      than as set forth above, nothing in this Agreement or in the Certificates,
      expressed or implied, shall give to any Person, other than the
      Certificateholders and the parties hereto and their successors hereunder, any
      benefit or any legal or equitable right, remedy or claim under this
      Agreement.

     

    
      	SECTION
              11.11  	
              Acts
                of Certificateholders.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and Ocwen. 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
              11.12  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.05 of this Agreement is to facilitate compliance by
      the Depositor with the provisions of Regulation AB promulgated by the SEC
      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 SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply, with requests made by the Depositor for delivery of
      additional or different information as the Depositor may determine in good
      faith is necessary to comply with the provisions of Regulation AB, and (d)
      no
      amendment of this Agreement shall be required to effect any such changes in
      the
      parties’ obligations as are necessary to accommodate evolving interpretations of
      the provisions of Regulation AB.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 	 	 	 	 	
              FINANCIAL
                ASSET SECURITIES CORP.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Ara Balabanian

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ara
                Balabanian

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              OCWEN
                LOAN SERVICING, LLC, as Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Richard Delgado

            
	 	 	 	 	 	 	 	
              Name:

            	
              Richard
                Delgado

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Representative

            


    

    


     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Master Servicer and Trust Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Graham Oglesby

            
	 	 	 	 	 	 	 	
              Name:

            	
              Graham
                Oglesby

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST

              COMPANY,
                as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Melissa Wilman

            
	 	 	 	 	 	 	 	
              Name:

            	
              Melissa
                Wilman

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Manuel Rivas

            
	 	 	 	 	 	 	 	
              Name:

            	
              Manuel
                Rivas

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Signer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      purposes of Sections 6.09, 6.10 and 6.11:

    CLAYTON
      FIXED INCOME SERVICES INC.

     

    
      	
               

              By:

            	
              /s/
                John Andriola

            	 
	
              Name:

            	
              John
                Andriola

            	 
	
              Title:

            	
              Authorized
                Representative

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    
      	
              STATE
                OF CONNECTICUT

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF FAIRFIELD

            	
              )

            	 


    

    


    On
      the
      _____ day of February 2007 before me, a notary public in and for said State,
      personally appeared _________________________ known to me to be
      _______________________ of Financial Asset Securities Corp., 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_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      _____ day of, February 2007 before me, a notary public in and for said State,
      personally appeared ____________________________ known to me to be a
      ___________________________ of Ocwen Loan Servicing, LLC, a Delaware limited
      liability company that executed the within instrument, and also known to me
      to
      be the person who executed it on behalf of said company, 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_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      _____ day of, February 2007 before me, a notary public in and for said State,
      personally appeared ____________________________ known to me to be a
      ___________________________ 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 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_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

       

    

     

    On
      the
      ____ day of February 2007 before me, a notary public in and for said State,
      personally appeared _________________________, known to me to be a(n)
      _______________________ and _________________________, known to me to be a(n)
      _______________________of Deutsche Bank National Trust Company, 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 TRUST ADMINISTRATOR 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, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS 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”)

                 

              	
                :

                 

              	
                $
                  227,948,000

                 

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $
                  227,948,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAA8

              
	
                Class

                 

              	
                :

                 

              	
                I-A-1

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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, any person acquiring
        a
        Certificate shall be deemed to have made the representations in Section 5.02(d)
        of the 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class I-A-1Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS 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 TRUST ADMINISTRATOR 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, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS 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”)

                 

              	
                :

                 

              	
                $145,600,000

                 

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $145,600,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAB6

              
	
                Class

                 

              	
                :

                 

              	
                II-A-1

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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, any person acquiring
        a
        Certificate shall be deemed to have made the representations in Section 5.02(d)
        of the 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class II-A-1Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS 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 TRUST ADMINISTRATOR 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, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS 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”)

                 

              	
                :

                 

              	
                $25,560,000

                 

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $25,560,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAC4

              
	
                Class

                 

              	
                :

                 

              	
                II-A-2

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this Class II-A-2 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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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, any person acquiring
        a
        Certificate shall be deemed to have made the representations in Section 5.02(d)
        of the 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class II-A-2Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-4

       

      FORM
        OF
        CLASS 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 TRUST ADMINISTRATOR 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, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS 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”)

                 

              	
                :

                 

              	
                $77,370,000

                 

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $77,370,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAD2

              
	
                Class

                 

              	
                :

                 

              	
                II-A-3

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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, any person acquiring
        a
        Certificate shall be deemed to have made the representations in Section 5.02(d)
        of the 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class II-A-3Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-5

       

      FORM
        OF
        CLASS II-A-4 CERTIFICATES

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS 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”)

                 

              	
                :

                 

              	
                $29,764,000

                 

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $29,764,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAE0

              
	
                Class

                 

              	
                :

                 

              	
                II-A-4

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        II-A-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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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-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 II-A-4 Certificate does
        not
        evidence an obligation of, or an interest in, and is not guaranteed by the
        Depositor, the Servicer, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this Class II-A-4 Certificate (obtained by dividing the
        Denomination of this Class II-A-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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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-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 II-A-4 Certificate by virtue of the acceptance hereof assents
        and
        by which such Holder is bound.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any person acquiring
        a
        Certificate shall be deemed to have made the representations in Section 5.02(d)
        of the Agreement.

       

      Reference
        is hereby made to the further provisions of this Class II-A-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 II-A-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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class II-A-4 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-6

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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”)

                 

              	
                :

                 

              	
                $20,476,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $20,476,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAF7

              
	
                Class

                 

              	
                :

                 

              	
                M-1

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-1 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

       

      
        	 


      

      


       

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-7

       

      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 TRUST ADMINISTRATOR 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 SENIOR CERTIFICATES AND CLASS M-1 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.

      


      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”)

                 

              	
                :

                 

              	
                $18,586,000

                 

              
	
                Original
                  Class Certificate

                 

                Principal
                  Balance of this Class

                 

              	
                :

                 

              	
                $18,586,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAG5

              
	
                Class

                 

              	
                :

                 

              	
                M-2

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-2 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-8

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $10,711,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $10,711,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAH3

              
	
                Class

                 

              	
                :

                 

              	
                M-3

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-3 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-9

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $9,766,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $9,766,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAJ9

              
	
                Class

                 

              	
                :

                 

              	
                M-4

                 

              
	
                Assumed
                  Maturity Date

                 

              	
                :

                 

              	
                March
                  2037

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-4 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-10

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $9,136,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $9,136,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAK6

              
	
                Class

                 

              	
                :

                 

              	
                M-5

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF CLASS M-5 CERTIFICATE]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-11

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $8,506,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $8,506,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAL4

              
	
                Class

                 

              	
                :

                 

              	
                M-6

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-6 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-12

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $8,191,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $8,191,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAM2

              
	
                Class

                 

              	
                :

                 

              	
                M-7

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-7 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-13

       

      FORM
        OF
        CLASS M-8A CERTIFICATES

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $4,300,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $4,300,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAN0

              
	
                Class

                 

              	
                :

                 

              	
                M-8A

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        M-8A

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein.
        Accordingly, the Certificate Principal Balance of this Class M-8A 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-8A Certificate does not
        evidence an obligation of, or an interest in, and is not guaranteed by the
        Depositor, the Servicer, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this Class M-8A Certificate (obtained by dividing the Denomination
        of this Class M-8A 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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-8A 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-8A Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      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 M-8A 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-8A Certificate shall not be entitled to any benefit under the Agreement
        or be valid for any purpose unless manually countersigned by an authorized
        signatory of the Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-8A Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-14

       

      FORM
        OF
        CLASS M-8B CERTIFICATES

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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 SENIOR 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.

       

      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.

      


      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”)

                 

              	
                :

                 

              	
                $2,000,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $2,000,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612P
                  AV2

              
	
                Class

                 

              	
                :

                 

              	
                M-8B

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        M-8B

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein.
        Accordingly, the Certificate Principal Balance of this Class M-8B 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-8B Certificate does not
        evidence an obligation of, or an interest in, and is not guaranteed by the
        Depositor, the Servicer, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this Class M-8B Certificate (obtained by dividing the Denomination
        of this Class M-8B 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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-8B 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-8B Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      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 M-8B 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-8B Certificate shall not be entitled to any benefit under the Agreement
        or be valid for any purpose unless manually countersigned by an authorized
        signatory of the Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-8B Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate
                  of
                  a like denomination and Class, to the above named assignee and
                  deliver
                  such Certificate to the following address:______

                 

              


      

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-15

       

      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 TRUST ADMINISTRATOR 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 SENIOR 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 M-8 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.

      


      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”)

                 

              	
                :

                 

              	
                $5,985,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $5,985,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAP5

              
	
                Class

                 

              	
                :

                 

              	
                M-9

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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.

       

      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 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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-9 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

       

      ______________________________________________________________________________

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-16

       

      FORM
        OF
        CLASS M-10 CERTIFICATES

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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 SENIOR CERTIFICATES, THE CLASS THE
        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,
        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.

       

      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”)

                 

              	
                :

                 

              	
                $6,300,000

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

                 

              	
                :

                 

              	
                $6,300,000

                 

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

                 

              	
                :

                 

              	
                Variable
                  

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAQ3

              
	
                Class

                 

              	
                :

                 

              	
                M-10

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                March
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        M-10

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein.
        Accordingly, the Certificate Principal Balance of this Class M-10 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-10 Certificate does not
        evidence an obligation of, or an interest in, and is not guaranteed by the
        Depositor, the Servicer, the Master Servicer, the Trust Administrator or
        the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
        of this Class M-10 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 Financial Asset Securities Corp.
        (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among the Depositor,
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”), and Deutsche Bank National Trust Company, 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-10 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-10 Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      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 M-10 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-10 Certificate shall not be entitled to any benefit under the Agreement
        or be valid for any purpose unless manually countersigned by an authorized
        signatory of the Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class M-10 Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-17

       

      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 SENIOR CERTIFICATES AND THE MEZZANINE
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      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
                  Notional Amount

                of
                  this Certificate (“Denomination”)

              	
                :

                 

              	
                $19,846,089.69

              
	
                Original
                  Class Certificate

                Principal
                  Balance of this Class

              	
                :

                 

              	
                $19,846,089.69

              
	
                Percentage
                  Interest

                 

              	
                :

                 

              	
                100.00%

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAS9

              
	
                Class

                 

              	
                :

                 

              	
                C

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or the Trustee referred
        to below or any of their respective affiliates.

       

      This
        certifies that Greenwich Capital Financial Products, Inc. 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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

      


      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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class C Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-18

       

      FORM
        OF
        CLASS P CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        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%

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAR1

              
	
                Class

                 

              	
                :

                 

              	
                P

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., 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, the Master Servicer, the Trust Administrator or the Trustee referred
        to below or any of their respective affiliates.

       

      This
        certifies that Greenwich Capital Financial Products, Inc. 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 Financial Asset
        Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
        and Servicing Agreement dated as of February 1, 2007 (the “Agreement”) among the
        Depositor, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      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 Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class P Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-19

       

      FORM
        OF
        CLASS R CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      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 TRUST ADMINISTRATOR 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%

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAT7

                 

              
	
                Class

                 

              	
                :

                 

              	
                R

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator or the Trustee referred to below or any of their respective
        affiliates.

       

      This
        certifies that Greenwich Capital Markets, Inc. 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
        Financial Asset Securities Corp. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of February 1, 2007
        (the
“Agreement”) among the Depositor, Ocwen Loan Servicing, LLC as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
        (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
        Trust Company, 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
        Office or the office or agency maintained by the Trust
        Administrator.

       

      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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      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 Trust Administrator
        of
        (a) a transfer affidavit of the proposed transferee and (b) a transfer
        certificate of the transferor, each of such documents to be in the form
        described in the Agreement, (iii) each person holding or acquiring any Ownership
        Interest in this Certificate must agree to require a transfer affidavit and
        to
        deliver a transfer certificate to the Trust Administrator as required pursuant
        to the Agreement, (iv) each person holding or acquiring an Ownership Interest
        in
        this 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 Trust Administrator will provide the Internal
        Revenue Service and any pertinent persons with the information needed to
        compute
        the tax imposed under the applicable tax laws on transfers of residual interests
        to disqualified organizations, if any person other than a Permitted Transferee
        acquires an Ownership Interest on a Class R Certificate in violation of the
        restrictions mentioned above.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually countersigned by an authorized officer of
        the
        Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class R Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1 Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-20

       

      FORM
        OF
        CLASS R-X CERTIFICATES

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      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 TRUST ADMINISTRATOR 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%

                 

              
	
                CUSIP

                 

              	
                :

                 

              	
                83612PAU4

                 

              
	
                Class

                 

              	
                :

                 

              	
                R-X

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator or the Trustee referred to below or any of their respective
        affiliates.

       

      This
        certifies that Greenwich Capital Markets, Inc. 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
        Financial Asset Securities Corp. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of February 1, 2007
        (the
“Agreement”) among the Depositor, Ocwen Loan Servicing, LLC as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
        (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
        Trust Company, 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
        Office or the office or agency maintained by the Trust
        Administrator.

       

      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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      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 Trust Administrator
        of
        (a) a transfer affidavit of the proposed transferee and (b) a transfer
        certificate of the transferor, each of such documents to be in the form
        described in the Agreement, (iii) each person holding or acquiring any Ownership
        Interest in this Certificate must agree to require a transfer affidavit and
        to
        deliver a transfer certificate to the Trust Administrator as required pursuant
        to the Agreement, (iv) each person holding or acquiring an Ownership Interest
        in
        this 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 Trust Administrator will provide the Internal
        Revenue Service and any pertinent persons with the information needed to
        compute
        the tax imposed under the applicable tax laws on transfers of residual interests
        to disqualified organizations, if any person other than a Permitted Transferee
        acquires an Ownership Interest on a Class R-X Certificate in violation of
        the
        restrictions mentioned above.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually countersigned by an authorized officer of
        the
        Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class R-X Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-21

       

      FORM
        OF
        CLASS X CERTIFICATES

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      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 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 TRUST ADMINISTRATOR 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

                 

              	
                :

                 

              	
                X

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        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
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator or the Trustee referred to below or any of their respective
        affiliates.

       

      This
        certifies that Greenwich Capital Markets, Inc. 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
        Financial Asset Securities Corp. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of February 1, 2007
        (the
“Agreement”) among the Depositor, Ocwen Loan Servicing, LLC as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
        (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
        Trust Company, 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
        Office or the office or agency maintained by the Trust
        Administrator.

       

      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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      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 Trust Administrator
        of
        (a) a transfer affidavit of the proposed transferee and (b) a transfer
        certificate of the transferor, each of such documents to be in the form
        described in the Agreement, (iii) each person holding or acquiring any Ownership
        Interest in this Certificate must agree to require a transfer affidavit and
        to
        deliver a transfer certificate to the Trust Administrator as required pursuant
        to the Agreement, (iv) each person holding or acquiring an Ownership Interest
        in
        this 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 Trust Administrator will provide the Internal
        Revenue Service and any pertinent persons with the information needed to
        compute
        the tax imposed under the applicable tax laws on transfers of residual interests
        to disqualified organizations, if any person other than a Permitted Transferee
        acquires an Ownership Interest on a Class X Certificate in violation of the
        restrictions mentioned above.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually countersigned by an authorized officer of
        the
        Trust Administrator.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

       

      Dated:
        February __, 2007

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-1

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

                 

              
	
                By:

              	 


      

      


      
        	
                 

                 

                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                 

              	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Reverse
        of Class X Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trust
        Administrator and the Trustee 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      


      EXHIBIT
        A-22

      


      FORM
        OF
        CLASS FL CERTIFICATES

       

      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 FL 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 TRUST ADMINISTRATOR 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

              	
                :

              	
                FL

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      Series
        2007-1

      CLASS
        FL

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”)

       

      FINANCIAL
        ASSET SECURITIES CORP., AS DEPOSITOR

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee
        or
        the Trust Administrator referred to below or any of their respective
        affiliates.

       

      This
        certifies that Greenwich Capital Markets, Inc. 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
        Financial Asset Securities Corp. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of February 1, 2007
        (the
“Agreement”) among the Depositor, Ocwen Loan Servicing, LLC as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
        (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
        Trust Company, 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
        Office or the office or agency maintained by the Trust
        Administrator.

       

      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 Trust Administrator 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 Trust
        Administrator and the Depositor of 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, the Servicer, the Master
        Servicer, the Trust Administrator or the Depositor; or there shall be delivered
        to the Trust Administrator 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 Trust Administrator and the Depositor against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      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 Trust Administrator
        of
        (a) a transfer affidavit of the proposed transferee and (b) a transfer
        certificate of the transferor, each of such documents to be in the form
        described in the Agreement, (iii) each person holding or acquiring any Ownership
        Interest in this Certificate must agree to require a transfer affidavit and
        to
        deliver a transfer certificate to the Trust Administrator as required pursuant
        to the Agreement, (iv) each person holding or acquiring an Ownership Interest
        in
        this 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 Trust Administrator will provide the Internal
        Revenue Service and any pertinent persons with the information needed to
        compute
        the tax imposed under the applicable tax laws on transfers of residual interests
        to disqualified organizations, if any person other than a Permitted Transferee
        acquires an Ownership Interest on a Class FL Certificate in violation of
        the
        restrictions mentioned above.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually countersigned by an authorized officer of
        the
        Trust Administrator.

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

         

        Dated:
          February __, 2007

         

        
          	
                  SOUNDVIEW
                    HOME LOAN TRUST 2007-1

                   

                
	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                   

                
	
                  By:

                	 


        

        


        
          	
                   

                   

                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 	 
	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of Wells Fargo Bank, N.A., as Trust Administrator

                   

                	 


        

        


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      [Reverse
        of Class FL Certificate]

       

      Soundview
        Home Loan Trust 2007-1

      Asset-Backed
        Certificates,

      SERIES
        2007-1

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1
        (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 Trust Administrator is not liable to the
        Certificateholders for any amount payable under this Certificate or the
        Agreement or, except as expressly provided in the Agreement, subject to any
        liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trust Administrator.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, then the Business
        Day
        immediately 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 of the Trust
        Administrator or the Trust Administrator’s agent 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 Trust
        Administrator and the rights of the Certificateholders under the Agreement
        at
        any time by the Depositor, the Servicer, the Master Servicer, the Trustee
        and
        the Trust Administrator 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.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the offices or agencies of the Trust Administrator as provided
        in
        the Pooling and Servicing Agreement accompanied by a written instrument of
        transfer in form satisfactory to the Trust Administrator and the Certificate
        Registrar duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations and evidencing the same aggregate Percentage
        Interest in the Trust will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trust Administrator may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      The
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
        the
        Trust Administrator or the Trustee may treat the Person in whose name this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
        Administrator or any such agent shall be affected by any 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 Stated 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 Trust Administrator 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 optional purchase
        by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
        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 Trust Administrator to issue a new Certificate of a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:______

      
        	 	 


      

      


       

      Dated:_________________

       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                 

                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

       

      [RESERVED]

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C-1

       

      FORM
        OF
        MORTGAGE LOAN PURCHASE AGREEMENT 

       

      

        GREENWICH
          CAPITAL FINANCIAL PRODUCTS, INC.,

         

        as
          Seller

         

        and

         

        FINANCIAL
          ASSET SECURITIES CORP.,

         

        as
          Purchaser

         

        MORTGAGE
          LOAN PURCHASE AGREEMENT

         

        Dated
          as
          of February 23, 2007

         

        Adjustable-Rate
          and Fixed-Rate Mortgage Loans

         

        Soundview
          Home Loan Trust 2007-1

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        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 Seller and Seller Upon Sale

                
	
                  Section
                    2.03

                	
                  Payment
                    of Purchase Price for the Mortgage Loans.

                
	
                   

                  ARTICLE
                    III

                  REPRESENTATIONS
                    AND WARRANTIES; REMEDIES FOR BREACH

                   

                
	
                  Section
                    3.01

                	
                  Seller
                    Representations and Warranties Relating to the Mortgage
                    Loans.

                
	
                  Section
                    3.02

                	
                  Seller
                    Representations and Warranties Relating to the Seller

                
	
                  Section
                    3.03

                	
                  Remedies
                    for Breach of Representations and Warranties

                
	
                   

                  ARTICLE
                    IV

                  SELLER’S
                    COVENANTS

                   

                
	
                  Section
                    4.01

                	
                  Covenants
                    of the Seller

                
	
                   

                  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

                
	 	 
	 	 
	
                  EXHIBIT
                    1

                   

                	
                  List
                    of Servicing Agreements

                   

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        MORTGAGE
          LOAN PURCHASE AGREEMENT, dated as of February 23, 2007 (the “Agreement”),
          between Greenwich Capital Financial Products, Inc. (the “Seller” or “GCFP”) and
          Financial Asset Securities Corp. (the “Purchaser” or “FASCO”).

         

        WITNESSETH

         

        WHEREAS,
          the Seller is the owner of (a) the notes or other evidence of indebtedness
          (the
“Mortgage Notes”) so indicated on Schedule I hereto referred to below and (b)
          the other documents or instruments constituting the Mortgage File (collectively,
          the “Mortgage Loans”); and

         

        WHEREAS,
          the Seller, as of the date hereof, owns 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 Seller sell the Mortgage Loans to the
          Purchaser pursuant to the terms of this Agreement; 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, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo
          Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”) and Deutsche Bank National Trust Company as trustee (the
“Trustee”), the Purchaser will convey the Mortgage Loans to Soundview Home Loan
          Trust 2007-1 (the “Trust”).

         

        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.

         

        “Seller
          Information”:
          The
          information contained in the Prospectus Supplement, read either individually
          or
          collectively under “SUMMARY OF TERMS—Mortgage Loans,” the first sentence of the
          fourth bullet point under “RISK FACTORS—Unpredictability of Prepayments and
          Effect on Yields,” the first sentence under “RISK FACTORS—High Loan-to-Value
          Ratios Increase Risk of Loss,” the first sentence under “RISK FACTORS—Interest
          Only Mortgage Loans,” the second sentence of the third bullet point under “RISK
          FACTORS—Interest Generated by the Mortgage Loans May Be Insufficient to Maintain
          Overcollateralization,” “THE MORTGAGE POOL,” the first sentence of the seventh
          paragraph under “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” and “THE
          SELLER.”

         

         

         

        ARTICLE
          II

         

        SALE
          OF
          MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

         

        Section
          2.01  Sale
          of Mortgage Loans.
          The
          Seller, concurrently with the execution and delivery of this Agreement,
          does
          hereby sell, assign, set over, and otherwise convey to the Purchaser, without
          recourse, (i) all of its right, title and interest in and to each Mortgage
          Loan,
          including the related Cut-off Date Principal Balance, all interest accruing
          thereon on or 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 (iv) the right to receive any amounts under the Interest
          Rate Cap
          Agreement and the Basis Risk Cap Agreement, (v) all proceeds of any of
          the
          foregoing and (vi) all of its rights under the Servicing Agreements set
          forth in
          Exhibit 1. 

         

        Section
          2.02  Obligations
          of the Seller and Seller Upon Sale.
          In
          connection with any transfer pursuant to Section 2.01 hereof, the Seller
          further
          agrees, at its own expense on or prior to the Closing Date, (a) to cause
          its
          books and records 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 file,
          which
          forms a part of Exhibit D to the Pooling and Servicing Agreement, shall
          also be
          marked as Schedule I to this Agreement and is hereby incorporated into
          and made
          a part of this Agreement.

         

        In
          connection with any conveyance by the Seller, the Seller shall on behalf
          of the
          Purchaser deliver to, and deposit with the Trustee (or the Custodian on
          behalf
          of 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 Deutsche Bank National Trust Company, as Trustee,” 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 or, if such Mortgage or power of attorney
          has
          been submitted for recording but has not been returned from the applicable
          public recording office, has been lost or is not otherwise available, a
          copy of
          such Mortgage or power of attorney, as the case may be, certified to be
          a true
          and complete copy of the original submitted for recording;

         

        (iii)  an
          original Assignment, in form and substance acceptable for recording. The
          Mortgage shall be assigned either (A) in blank, without recourse or (B)
          to
“Deutsche Bank National Trust Company, as Trustee”;

         

        (iv)  an
          original copy 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,
          substitution agreement or guarantee, if any.

         

        The
          Seller 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 Seller 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 Seller 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 Seller, 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
          Seller 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 Seller 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 Seller shall have 120
          days to
          cure such defect or deliver such missing document to the Purchaser. If
          the
          Seller does not cure such defect or deliver such missing document within
          such
          time period, the Seller shall either repurchase or substitute for such
          Mortgage
          Loan pursuant to Section 2.03 of the Pooling and Servicing
          Agreement.

         

        The
          Seller 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 Seller
          shall be required to deliver such assignments for recording within 180
          days of
          the Closing Date. In the event that any such Assignment is lost or returned
          unrecorded because of a defect therein, the Seller 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.

         

        Notwithstanding
          the foregoing, 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 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 Seller in the manner
          described above, at no expense to the Trust Fund or Trustee, upon the earliest
          to occur of: (i) reasonable direction by 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 of the Pooling and Servicing Agreement, (v) upon
          receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
          or foreclosure relating to the Mortgagor under the related Mortgage and
          (vi)
          upon receipt of notice from the Servicer, any Mortgage Loan that is 90
          days or
          more Delinquent. Upon receipt of written notice from the Purchaser that
          recording of the Assignments is required pursuant to one or more of the
          conditions set forth in the preceding sentence, the Seller 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. The Seller shall
          furnish
          the Trustee (or the Custodian on behalf of the Trustee), or its designated
          agent, with a copy of each Assignment submitted for recording.

         

        In
          the
          event that any Mortgage Note is endorsed in blank as of the Closing Date,
          promptly following the Closing Date, the Trustee (or the Custodian on behalf
          of
          the Trustee), at the expense of the Seller, shall cause to be completed
          such
          endorsements “Pay to the order of Deutsche Bank National Trust Company, as
          Trustee, without recourse.”

         

        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
          Seller to the Purchaser of all the Seller’s right, title and interest in and to
          the Mortgage Loans and other property described above. In the event the
          transaction set forth herein is deemed not to be a sale, the Seller hereby
          grants to the Purchaser a security interest in all of the Seller’s right, title
          and interest in, to and under the Mortgage Loans and other property described
          above, whether now existing or hereafter created, to secure all of the
          Seller’s
          obligations hereunder; and this Agreement shall constitute a security agreement
          under applicable law.

         

        Section
          2.03  Payment
          of Purchase Price for the Mortgage Loans.

         

        In
          consideration of the sale of the Mortgage Loans originated by Mortgage
          Lenders
Network
          USA
          from the
          Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay
          to the
          Seller on the Closing Date (the “Purchase Price”) by transfer of (i) immediately
          available funds in an amount equal to a portion of the net sale proceeds
          of the
          Floating Rate Certificates and the Residual Certificates and (ii) a certain
          percentage of the Class C Certificates and the Class P Certificates
          (collectively the “Retained Certificates”) which Retained Certificates shall be
          registered in the name of Greenwich Capital Financial Products, Inc. or
          its
          designee. The Seller 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  Seller
          Representations and Warranties Relating to the Mortgage Loans.

         

        The
          Seller and the Purchaser understand, acknowledge and agree that, the
          representations and warranties set forth in this Section 3.01 are made
          as of the
          Closing Date or as of the date specifically provided herein.

         

        Unless
          otherwise specified, all capitalized terms in this Section 3.01 shall have
          the
          meanings ascribed to them in the Master Mortgage Loan Purchase and Interim
          Servicing Agreement, dated December 1, 2006, between Mortgage Lenders Network
          USA, Inc. as seller and interim servicer and Greenwich Capital Financial
          Products, Inc. as initial purchaser. 

         

        GCFP
          hereby represents and warrants with respect to the Mortgage Loans to FASCO
          that
          as of the Closing Date or as of such date specifically provided
          herein:

         

        (a)(i)
           The
          information set forth in the related Mortgage Loan Schedule is complete,
          true
          and correct;

         

        (ii)  To
          the
          best of the Seller’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;

         

        (iii)  The
          terms
          of the Mortgage Note and the Mortgage have not been impaired, waived, altered
          or
          modified in any respect, except by written instruments, recorded in the
          applicable public recording office if necessary to maintain the lien priority
          of
          the Mortgage, and which have been delivered to the Custodian; the substance
          of
          any such waiver, alteration or modification has been approved by the title
          insurer, to the extent required by the related policy, and is reflected
          on the
          related Mortgage Loan Schedule. No instrument of waiver, alteration or
          modification has been executed, and no Mortgagor has been released, in
          whole or
          in part, except in connection with an assumption agreement approved by
          the title
          insurer, to the extent required by the policy, and which assumption agreement
          has been delivered to the Custodian and the terms of which are reflected
          in the
          related Mortgage Loan Schedule;

         

        (iv)  The
          Mortgage Note and the Mortgage are not subject to any right of rescission,
          set-off, counterclaim or defense, including the defense of usury, nor will
          the
          operation of any of the terms of the Mortgage Note and the Mortgage, or
          the
          exercise of any right thereunder, render the 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.
          Each
          Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
          enforceable and collectible under applicable federal, state and local
          law;

         

        (v)  All
          buildings upon the Mortgaged Property are insured by a Qualified Insurer
          against
          loss by fire, hazards of extended coverage and such other hazards as are
          customary in the area where the Mortgaged Property is located, pursuant
          to
          insurance policies providing coverage in an amount not less than the greatest
          of
          (i) 100% of the replacement cost of all improvements to the Mortgaged Property,
          (ii) either (A) the outstanding principal balance of the Mortgage Loan
          with
          respect to each first lien Mortgage Loan or (B) with respect to each second
          lien
          Mortgage Loan, the sum of the outstanding principal balance of the related
          first
          lien mortgage loan and the outstanding principal balance of the second
          lien
          Mortgage Loan, or (iii) the amount necessary to avoid the operation of
          any
          co-insurance provisions with respect to the Mortgaged Property, and consistent
          with the amount that would have been required as of the date of origination
          in
          accordance with the Underwriting Guidelines. All such insurance policies
          contain
          a standard mortgagee clause naming the Seller, its successors and assigns
          as
          mortgagee and all premiums thereon have been paid. If the Mortgaged Property
          is
          in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
          issued
          by the Federal Emergency Management Agency as having special flood hazards
          (and
          such flood insurance has been made available) a flood insurance policy
          meeting
          the requirements of the current guidelines of the Federal Insurance
          Administration is in effect which policy conforms to the requirements of
          prudent
          lenders in the secondary mortgage market. The Mortgage obligates the Mortgagor
          thereunder to maintain all such insurance at the Mortgagor's cost and expense,
          and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor's cost and expense and to seek
          reimbursement therefor from the Mortgagor;

         

        (vi)  The
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, cancellation, subordination, rescission
          or
          release;

         

        (vii)  The
          Mortgage (including any Negative Amortization which may arise thereunder)
          is a
          valid, existing and enforceable (A) first lien and first priority security
          interest with respect to each Mortgage Loan which is indicated by the Seller
          to
          be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
          lien
          and second priority security interest with respect to each Mortgage Loan
          which
          is indicated by the Seller to be a second lien (as reflected on the Mortgage
          Loan Schedule), in either case, on the Mortgaged Property, including all
          improvements on the Mortgaged Property subject only to (a) the lien of
          current
          real property taxes and assessments not yet due and payable, (b) covenants,
          conditions and restrictions, rights of way, easements and other matters
          of the
          public record as of the date of recording being acceptable to mortgage
          lending
          institutions generally and specifically referred to in the lender's title
          insurance policy delivered to the originator of the Mortgage Loan and which
          do
          not adversely affect the Appraised Value of the Mortgaged Property, (c)
          with
          respect to each Mortgage Loan which is indicated by the Seller to be a
          second
          lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
          lien on
          the Mortgaged Property; and (d) 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 the Mortgage or the use, enjoyment,
          value or
          marketability of the related Mortgaged Property. Any security agreement,
          chattel
          mortgage or equivalent document related to and delivered in connection
          with the
          Mortgage Loan establishes and creates a valid, existing and enforceable
          first or
          second lien and first or second priority security interest (in each case,
          as
          indicated on the Mortgage Loan Schedule) on the property described therein
          and
          the Seller has full right to sell and assign the same to the Purchaser.
          The
          Mortgaged Property was not, as of the time of origination of the Mortgage
          Loan,
          subject to a mortgage, deed of trust, deed to secure debt or other security
          instrument creating a lien subordinate to the lien of the Mortgage;

         

        (viii)  The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, enforceable in accordance
          with its
          terms;

         

        (ix)  All
          parties to the Mortgage Note and the Mortgage had legal capacity to enter
          into
          the Mortgage Loan and to execute and deliver the Mortgage Note and the
          Mortgage,
          and the Mortgage Note and the Mortgage have been duly and properly executed
          by
          such parties. The Mortgagor is a natural person;

         

        (x)  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;

         

        (xi)  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;

         

        (xii)  The
          Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
          title insurance policy (which, in the case of an Adjustable Rate Mortgage
          Loan
          has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
          6.1)
          acceptable to prudent lenders in the secondary mortgage market, issued
          by a
          title insurer acceptable to prudent lenders in the secondary mortgage market
          and
          qualified to do business in the jurisdiction where the Mortgaged Property
          is
          located, insuring (subject to the exceptions contained in (x)(a) and (b),
          and
          with respect to any second lien Mortgage Loan (c), above) the Seller, its
          successors and assigns as to the first or second priority lien (as indicated
          on
          the Mortgage Loan Schedule) of the Mortgage in the original principal amount
          of
          the Mortgage Loan (including, if the Mortgage Loan provides for Negative
          Amortization, the maximum amount of Negative Amortization in accordance
          with the
          Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against
          any
          loss by reason of the invalidity or unenforceability of the lien resulting
          from
          the provisions of the Mortgage providing for adjustment in the Mortgage
          Interest
          Rate and Monthly Payment and Negative Amortization provisions of the Mortgage
          Note. Additionally, such lender's title insurance policy affirmatively
          insures
          ingress and egress to and from the Mortgaged Property, and against encroachments
          by or upon the Mortgaged Property or any interest therein. The Seller is
          the
          sole insured of such lender's title insurance policy, and such lender’s title
          insurance policy is in full force and effect and will be in full force
          and
          effect upon the consummation of the transactions contemplated by this Agreement.
          No claims are outstanding and, except as disclosed, have been made under
          such
          lender's title insurance policy, and no prior holder of the related Mortgage,
          including the Seller, has done, by act or omission, anything which would
          impair
          the coverage of such lender's title insurance policy; 

         

        (xiii)  To
          the
          best of the Seller’s knowledge, there is no default, breach, violation or event
          of acceleration existing under the Mortgage or the Mortgage Note and no
          event
          which, with the passage of time or with notice and the expiration of any
          grace
          or cure period, would constitute a default, breach, violation or event
          of
          acceleration, and the Seller has not waived any default, breach, violation
          or
          event of acceleration. With respect to each second lien Mortgage Loan (i)
          the
          first lien mortgage loan is in full force and effect, (ii) there is no
          default,
          breach, violation or event of acceleration existing under such first lien
          mortgage or the related mortgage note, (iii) no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a default, breach, violation or event of acceleration thereunder,
          (iv) either (A) the first lien mortgage contains a provision which allows
          or (B)
          applicable law requires, the mortgagee under the second lien Mortgage Loan
          to
          receive notice of, and affords such mortgagee an opportunity to cure any
          default
          by payment in full or otherwise under the first lien mortgage, (v) the
          related
          first lien does not provide for or permit negative amortization under such
          first
          lien Mortgage Loan, and (vi) either no consent for the Mortgage Loan is
          required
          by the holder of the first lien or such consent has been obtained and is
          contained in the Mortgage File; 

         

        (xiv)  There
          are
          no mechanics' or similar liens or claims which 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 which are or may be
          liens
          prior to, or equal or coordinate with, the lien of the related
          Mortgage;

         

        (xv)  To
          the
          best of the Seller’s knowledge, all improvements which were considered in
          determining the Appraised Value of the related Mortgaged Property lay wholly
          within the boundaries and building restriction lines of the Mortgaged Property,
          and no improvements on adjoining properties encroach upon the Mortgaged
          Property;

         

        (xvi)  The
          Mortgage Loan was originated by the Seller or 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 as such by the Secretary of HUD;

         

        (xvii)  Principal
          payments on the Mortgage Loan commenced no more than sixty (60) days after
          the
          proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
          at the Mortgage Interest Rate. With respect to each Mortgage Loan which
          is not a
          Negative Amortization Loan, the Mortgage Note is payable on the first day
          of
          each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
          Loan, are sufficient to fully amortize the original principal balance over
          the
          original term thereof (other than with respect to a Mortgage Loan identified
          on
          the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
          the
          interest-only period or a Mortgage Loan which is identified on the related
          Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
          at the
          related Mortgage Interest Rate, and, in the case of an Adjustable Rate
          Mortgage
          Loan, are changed on each Adjustment Date, and in any case, are sufficient
          to
          fully amortize the original principal balance over the original term thereof
          (other than with respect to a Mortgage Loan identified on the related Mortgage
          Loan Schedule as an interest-only Mortgage Loan during the interest-only
          period
          or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
          as
          a Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
          Rate. With respect to each Negative Amortization Mortgage Loan, the related
          Mortgage Note requires a Monthly Payment which is sufficient during the
          period
          following each Payment Adjustment Date, to fully amortize the outstanding
          principal balance as of the first day of such period (including any Negative
          Amortization) over the then remaining term of such Mortgage Note and to
          pay
          interest at the related Mortgage Interest Rate; provided, that the Monthly
          Payment shall not increase to an amount that exceeds 107.5% of the amount
          of the
          Monthly Payment that was due immediately prior to the Payment Adjustment
          Date;
          provided, further, that the payment adjustment cap shall not be applicable
          with
          respect to the adjustment made to the Monthly Payment that occurs in a
          year in
          which the Mortgage Loan has been outstanding for a multiple of five (5)
          years
          and in any such year the Monthly Payment shall be adjusted to fully amortize
          the
          Mortgage Loan over the remaining term. With respect to each Mortgage Loan
          identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan,
          the
          interest-only period shall not exceed ten (10) years (or such other period
          specified on the Mortgage Loan Schedule) and following the expiration of
          such
          interest-only period, the remaining Monthly Payments shall be sufficient
          to
          fully amortize the original principal balance over the remaining term of
          the
          Mortgage Loan and to pay interest at the related Mortgage Interest Rate.
          With
          respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
          payment which is sufficient to fully amortize the original principal balance
          over a term which is longer than the original term thereof, and to pay
          interest
          at the related Mortgage Interest Rate, and requires a final Monthly Payment
          substantially greater than the preceding monthly payment which is sufficient
          to
          repay the remaining unpaid principal balance of the Balloon Mortgage Loan
          at the
          Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
          Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is
          a
          Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
          maturity of less than seven (7) years;

         

        (xviii)  The
          origination, servicing and collection practices used with respect to each
          Mortgage Note and Mortgage including, without limitation, the establishment,
          maintenance and servicing of the Escrow Accounts and Escrow Payments, if
          any,
          since origination, have been in all respects legal, proper, prudent and
          customary in the mortgage origination and servicing industry. The Mortgage
          Loan
          has been serviced by the Seller and any predecessor servicer in accordance
          with
          the terms of the Mortgage Note and Accepted Servicing Practices. With respect
          to
          escrow deposits and Escrow Payments, if any, all such payments are in the
          possession of, or under the control of, the Seller and there exist no
          deficiencies in connection therewith for which customary arrangements for
          repayment thereof have not been made. No escrow deposits or Escrow Payments
          or
          other charges or payments due the Seller have been capitalized under any
          Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
          Payments are being held by the Seller for any work on a Mortgaged Property
          which
          has not been completed;

         

        (xix)  The
          Mortgaged Property is free of damage and waste and there is no proceeding
          pending for the total or partial condemnation thereof;

         

        (xx)  The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
          Since
          origination, 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 which would interfere with the right
          to
          sell the Mortgaged Property at a trustee's sale or the right to foreclose
          the
          Mortgage. The Mortgagor has not notified the Seller and the Seller has
          no
          knowledge of any relief requested or allowed to the Mortgagor under the
          Servicemembers’ Civil Relief Act;

         

        (xxi)  The
          Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
          in
          effect at the time the Mortgage Loan was originated; and the Mortgage Note
          and
          Mortgage are on forms acceptable to prudent lenders in the secondary mortgage
          market;

         

        (xxii)  The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the corresponding Mortgage on the Mortgaged Property and the security
          interest of any applicable security agreement or chattel mortgage referred
          to in
          (x) above;

         

        (xxiii)  The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          satisfied the standards of prudent lenders in the secondary mortgage market,
          was
          on appraisal form 1004 or form 2055 with an interior inspection and was
          made and
          signed, prior to the approval of the Mortgage Loan application, by a qualified
          appraiser, duly appointed by the Seller, who had no interest, direct or
          indirect
          in the Mortgaged Property or in any loan made on the security thereof,
          whose
          compensation is not affected by the approval or disapproval of the Mortgage
          Loan
          and who met the minimum qualifications of prudent lenders in the secondary
          mortgage market. Each appraisal of the Mortgage Loan was made in accordance
          with
          the relevant provisions of the Financial Institutions Reform, Recovery,
          and
          Enforcement Act of 1989;

         

        (xxiv)  In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Purchaser to the trustee under the deed of trust, except
          in
          connection with a trustee's sale after default by the Mortgagor;

         

        (xxv)  No
          Mortgage Loan contains provisions pursuant to which Monthly Payments are
          (a)
          paid or partially paid with funds deposited in any separate account established
          by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
          paid by
          any source other than the Mortgagor or (c) 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;

         

        (xxvi)  The
          Mortgagor has executed a statement to the effect that the Mortgagor has
          received
          all disclosure materials required by applicable law with respect to the
          making
          of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
          and
          adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
          Loans and
          rescission materials with respect to Refinanced Mortgage Loans, and such
          statement is and will remain in the Mortgage File;

         

        (xxvii)  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;

         

        (xxviii)  No
          Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. No
          Mortgage
          Loan is subject to a lender paid primary mortgage insurance policy;

         

        (xxix)  At
          origination, the Mortgaged Property was, and to the best of Seller’s knowledge,
          still is lawfully occupied under applicable law; all inspections, licenses
          and
          certificates required to be made or issued with respect to all occupied
          portions
          of the Mortgaged Property and, with respect to the use and occupancy of
          the
          same, including but not limited to certificates of occupancy, have been
          made or
          obtained from the appropriate authorities; 

         

        (xxx)  To
          the
          best of the Seller’s knowledge, no error, omission, misrepresentation,
          negligence, fraud or similar occurrence with respect to a Mortgage Loan
          has
          taken place on the part of any person, including without limitation the
          Mortgagor, any appraiser, any builder or developer, or any other party
          involved
          in the origination of the Mortgage Loan or in the application of any insurance
          in relation to such Mortgage Loan;

         

        (xxxi)  For
          each
          non-MERS Mortgage Loan, the Assignment of Mortgage is in recordable form,
          except
          for the name of the assignee which is blank, and is acceptable for recording
          under the laws of the jurisdiction in which the Mortgaged Property is
          located;

         

        (xxxii)  Any
          principal advances made to the Mortgagor prior to the Cut-off Date have
          been
          consolidated with the outstanding principal amount secured by the Mortgage,
          and
          the secured principal amount, as consolidated, bears a single interest
          rate and
          single repayment term. The lien of the Mortgage securing the consolidated
          principal amount is expressly insured as having first or second (as indicated
          on
          the Mortgage Loan Schedule) lien priority by a title insurance policy,
          an
          endorsement to the policy insuring the mortgagee's consolidated interest
          or by
          other title evidence acceptable to prudent lenders in the secondary mortgage
          market. The consolidated principal amount does not exceed the original
          principal
          amount of the Mortgage Loan plus any Negative Amortization;

         

        (xxxiii)  If
          the
          Residential Dwelling on the Mortgaged Property is a condominium unit or
          a unit
          in a planned unit development (other than a de minimis planned unit development)
          such condominium or planned unit development project meets the eligibility
          requirements of prudent lenders in the secondary mortgage market;

         

        (xxxiv)  The
          source of the down payment with respect to each Mortgage Loan has been
          fully
          verified by the Seller;

         

        (xxxv)  Interest
          on each Mortgage Loan is calculated on the basis of a 360-day year consisting
          of
          twelve 30-day months;

         

        (xxxvi)  The
          Seller shall, at its own expense, cause each first lien Mortgage Loan to
          be
          covered by a Tax Service Contract which is assignable to the Purchaser
          or its
          designee; provided however, that if the Seller fails to purchase such Tax
          Service Contract, the Seller shall be required to reimburse the Purchaser
          for
          all costs and expenses incurred by the Purchaser in connection with the
          purchase
          of any such Tax Service Contract;

         

        (xxxvii)  Each
          Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
          to
          the Purchaser or its designee or, for each Mortgage Loan not covered by
          such
          Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
          Service Contract;

         

        (xxxviii)  No
          predatory, abusive, or deceptive lending practices, including but not limited
          to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
          ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
          which has no apparent benefit to the Mortgagor, were employed in connection
          with
          the origination of the Mortgage Loan;

         

        (xxxix)  The
          debt-to-income ratio of the related Mortgagor was not greater than 60%
          at the
          origination of the related Mortgage Loan;

         

        (xl)  The
          Mortgage Loans were not selected from the outstanding one- to four-family
          mortgage loans in the Seller’s portfolio as to which the representations and
          warranties set forth in this Agreement could be made at the related Closing
          Date
          in a manner so as to affect adversely the interests of the
          Purchaser;

         

        (xli)  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;

         

        (xlii)  The
          Mortgage Loan complies with all applicable consumer credit statutes and
          regulations, including, without limitation, the respective Uniform Consumer
          Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
          Kansas,
          Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
          originated by a properly licensed entity, and in all other respects, complies
          with all of the material requirements of any such applicable laws;

         

        (xliii)  The
          information set forth in the Mortgage Loan Schedule as to Prepayment Charges
          is
          complete, true and correct in all material respects and each Prepayment
          Charge
          is permissible, enforceable and collectable in accordance with its terms
          upon
          the Mortgagor’s full and voluntary principal payment under applicable law
          (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);

         

        (xliv)  The
          Mortgage Loan was not prepaid in full prior to the Closing Date and the
          Seller
          has not received notification from a Mortgagor that a prepayment in full
          shall
          be made after the Closing Date;

         

        (xlv)  No
          Mortgage Loan is secured by cooperative housing, commercial property or
          mixed
          use property;

         

        (xlvi)  The
          Seller has transmitted full-file credit reporting data for each Mortgage
          Loan
          pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
          Seller 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;

         

        (xlvii)  With
          respect to any Mortgage Loan which is secured by manufactured housing,
          if such
          Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
          requirements for inclusion in residential mortgage backed securities
          transactions rated by Standard & Poor's Ratings Services and such
          manufactured housing will be the principal residence of the Mortgagor upon
          the
          origination of the Mortgage Loan. With respect to any second lien Mortgage Loan,
          such lien is on a one- to four-family residence that is (or will be) the
          principal residence of the Mortgagor upon the origination of the second
          lien
          Mortgage Loan;

         

        (xlviii)  Each
          Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
          the Code and Treasury Regulation Section 1.860G-2(a)(1);

         

        (xlix)  No
          Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
          Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
          New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
          et
          seq.);

         

        (l)  
          With
          respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
          is
          accurately provided on the Mortgage Loan Schedule. The related Assignment
          of
          Mortgage to MERS has been duly and properly recorded, or has been delivered
          for
          recording to the applicable recording office;

         

        (li)  With
          respect to each MOM Loan, Seller has not received any notice of liens or
          legal
          actions with respect to such Mortgage Loan and no such notices have been
          electronically posted by MERS; and

         

        (lii)  With
          respect to each second lien Mortgage Loan, either no consent for the Mortgage
          Loan is required by the holder of the first lien or such consent has been
          obtained and is contained in the Mortgage File.

         

        (liii)  No
          Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
          and
          Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an “annual
          percentage rate” or “total points and fees” (as each such term is defined under
          HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
          defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
          a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
          loan, or “predatory” mortgage loan or any other comparable term, no matter how
          defined under any federal, state or local law, (c) subject to any comparable
          federal, state or local statutes or regulations, or any other statute or
          regulation providing for heightened regulatory scrutiny or assignee liability
          to
          holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
          as
          applicable (as such terms are defined in the current Standard & Poor’s
          LEVELS® Glossary Revised, Appendix E);

         

        (liv)  No
          Mortgage Loan is secured by real property or secured by a manufactured
          home
          located in the state of Georgia unless (x) such Mortgage Loan was originated
          prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
          the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
          Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
          defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
          Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
          applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
          occupied real property or an owner occupied manufactured home located in
          the
          State of Georgia was originated (or modified) on or after October 1, 2002
          through and including March 6, 2003;

         

        (lv)  Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive and/or usury lending laws;

         

        (lvi)  No
          mortgage loan originated on or after October 1, 2002 through March 6, 2003
          is
          governed by the Georgia Fair Lending Act.

         

        GCFP
          hereby represents and warrants to FASCO, with respect to the Group I Mortgage
          Loans as of the Closing Date or as of such date specifically provided
          herein:

         

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

         

        (ii)  No
          Mortgagor was required to purchase any credit insurance product (e.g.,
          life,
          mortgage, disability, accident, unemployment or health insurance product)
          or
          debt cancellation agreement as a condition of obtaining the extension of
          credit.
          No Mortgagor obtained a prepaid single premium credit insurance policy
          (e.g.,
          life, mortgage, disability, accident, unemployment or health insurance
          product)
          or debt cancellation agreement in connection with the origination of the
          Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase
          single
          premium credit insurance policies ) or debt cancellation agreements as
          part of
          the origination of, or as a condition to closing, such Mortgage
          Loan;

         

        (iii)  With
          respect to each Mortgage Loan, the Seller has fully and accurately furnished
          complete information (i.e., favorable and unfavorable) on the related borrower
          credit files to Equifax, Experian and Trans Union Credit Information Company,
          in
          accordance with the Fair Credit Reporting Act and its implementing regulations,
          on a monthly basis and, for each Mortgage Loan, the Seller will furnish,
          in
          accordance with the Fair Credit Reporting Act and its implementing regulations,
          accurate and complete information on its borrower credit files to Equifax,
          Experian, and Trans Union Credit Information Company, on a monthly
          basis;

         

        (iv)  The
          Mortgagor was not encouraged or required to select a mortgage loan product
          offered by the Mortgage Loan’s originator which is a higher cost product
          designed for less creditworthy borrowers, taking into account such facts
          as,
          without limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit
          history, income, assets and liabilities. With respect to any Mortgage Loan,
          the
          Mortgagor was assigned the highest credit grade available with respect
          to a
          mortgage loan product offered by such Mortgage Loan’s originator, based on a
          comprehensive assessment of risk factors, including the Mortgagor’s credit
          history;

         

        (v)  The
          methodology used in underwriting the extension of credit for each Mortgage
          Loan
          did not rely solely on the extent of the Mortgagor’s equity in the collateral as
          the principal determining factor in approving such extension of credit.
          The
          methodology employed objective criteria such as the Mortgagor’s income, assets
          and liabilities, to the proposed mortgage payment and, based on such
          methodology, the Mortgage Loan’s originator made a reasonable determination that
          at the time of origination the Mortgagor had the ability to make timely
          payments
          on the Mortgage Loan;

         

        (vi)  All
          points and fees related to each Mortgage Loan were disclosed in writing
          to the
          related Borrower in accordance with applicable state and federal laws and
          regulations. With respect to each Mortgage Loan that is segregated for
          a Fannie
          Mae or Freddie Mac sale, no related Borrower was charged “points and fees”
(whether or not financed) in an amount greater than (a) $1,000 or (b) 5%
          of the
          principal amount of such loan, whichever is greater, such 5% limitation
          is
          calculated in accordance with Fannie Mae’s anti-predatory lending requirements
          as set forth in the Fannie Mae Guides. For purposes of this representation,
          “points and fees” (a) include origination, underwriting, broker and finder’s
          fees and other charges that the lender imposed as a condition of making
          the
          loan, whether they are paid to the lender or a third party, and (b) 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 other
          miscellaneous fees and charges, which miscellaneous fees and charges, in
          total,
          do not exceed 0.25 percent of the loan amount. 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
          Mortgage Loan were disclosed in writing to the related Mortgagor in accordance
          with applicable state and federal laws and regulations;

         

        (vii)  No
          Mortgagor agreed to submit to arbitration to resolve any dispute arising
          out of
          or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
          is
          subject to any mandatory arbitration; 

         

        (viii)  Except
          as
          set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
          are
          subject to a Prepayment Charge. With respect to any Mortgage Loan that
          contains
          a provision permitting imposition of a premium upon a prepayment prior
          to
          maturity: (a) the Mortgage Loan provides some benefit to the Mortgagor
          (e.g. a
          rate or fee reduction) in exchange for accepting such Prepayment Charge;
          (b)
          prior to the Mortgage Loan’s origination, the Mortgage Loan’s originator had
          mortgage loan programs available that provided the option of obtaining
          a
          Mortgage Loan that did not require payment of such a Prepayment Charge
          and the
          Mortgage Loan was made available to the borrower with and without prepayment
          restriction; (c) the Prepayment Charge was adequately disclosed to the
          Mortgagor
          pursuant to applicable state and federal law; (d) the duration of the Prepayment
          Charge shall not exceed three (3) years from the date of the Mortgage Note;
          and
          (e) such Prepayment Charge shall not be imposed in any instance where the
          Mortgage Loan is accelerated or paid off in connection with the workout
          of a
          delinquent Mortgage or due to the Mortgagor’s default, notwithstanding that the
          terms of the Mortgage Loan or state or federal law might permit the imposition
          of such Prepayment Charge; and

         

        (ix)  The
          original principal balance of each mortgage loan underlying our Security
          must be
          within Freddie Mac’s dollar amount limits for conforming one- to four-family
          mortgage loans.

         

        Section
          3.02  Seller
          Representations and Warranties Relating to the Seller.
          The
          Seller represents, warrants and covenants to the Purchaser as of the Closing
          Date or as of such other date specifically provided herein:

         

        (ii)  The
          Seller 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;

         

        (iii)  The
          Seller 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
          has duly
          authorized the execution, delivery and performance of this Agreement, has
          duly
          executed and delivered this Agreement and this Agreement, assuming due
          authorization, execution and delivery by the Purchaser, constitutes a legal,
          valid and binding obligation of the Seller, enforceable against it in accordance
          with its terns except as the enforceability thereof may be limited by
          bankruptcy, insolvency or reorganization;

         

        (iv)  The
          execution and delivery of this Agreement by the Seller and the performance
          of
          and compliance with the terms of this Agreement will not violate the Seller’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 Seller is a party or which may be applicable to
          the
          Seller or its assets;

         

        (v)  The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder;

         

        (vi)  Except
          with respect to 0.32% of the Group I Mortgage Loans and 0.56% of the Group
          II
          Mortgage Loans, no Mortgage Loan is thirty (30) or more days delinquent
          as of
          January 31, 2007 based
          on
          the OTS method.

         

        (vii)  Immediately
          prior to the payment of the Purchase Price for each Mortgage Loan, the
          Seller
          was the owner of the related Mortgage and the indebtedness evidenced by
          the
          related Mortgage Note and upon the payment of the Purchase Price by the
          Purchaser, in the event that the Seller retains record title, the Seller
          shall
          retain such record title to each Mortgage, each related Mortgage Note and
          the
          related Mortgage Files with respect thereto in trust for the Purchaser
          as the
          owner thereof,

         

        (viii)  The
          Seller has not transferred the Mortgage Loans to the Purchaser with any
          intent
          to hinder, delay or defraud any of its creditors;

         

        (ix)  There
          are
          no actions or proceedings against, or investigations known to it of, the
          Seller
          before any court, administrative or other tribunal (A) that might prohibit
          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 of its obligations under, or validity or enforceability of,
          this
          Agreement;

         

        (x)  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
          of,
          or compliance by the Seller 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;

         

        (xi)  The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller. The sale of the Mortgage Loans
          is in
          the ordinary course of business of the Seller and the assignment and conveyance
          of the Mortgage Notes and the Mortgages by the Seller are not subject to
          the
          bulk transfer or any similar statutory provisions;

         

        (xii)  Except
          with respect to liens released immediately prior to the transfer herein
          contemplated, each Mortgage Note and related Mortgage have not been assigned
          or
          pledged and immediately prior to the transfer and assignment herein
          contemplated, the Seller held good, marketable and indefeasible title to,
          and
          was the sole owner and holder of, each 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 has full right and authority under all
          governmental and regulatory bodies having jurisdiction over the Seller,
          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 shall have transferred
          all of
          its right, title and interest in and to each Mortgage Loan and the Trustee
          will
          hold good, marketable and indefeasible title to, and be the sole owner
          of, each
          Mortgage Loan subject to no Liens.

         

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

         

        (xiv)  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 Seller pursuant to this Agreement or in connection with
          the
          transactions contemplated hereby taken in the aggregate do not contain
          any
          untrue statement of material fact or omit to state a material fact necessary
          to
          make the statements contained therein not misleading.

         

        Section
          3.03  Remedies
          for Breach of Representations and Warranties.
          It is
          understood and agreed that the representations and warranties set forth
          in
          Subsections 3.01 and 3.02 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. Upon discovery
          by
          either the Seller 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
          other. It is understood by the parties hereto that a breach of the
          representations and warranties made in Section 3.01(b) and Section
          3.01(a)(xlix), (liii) and (liv) 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 Seller
          of any
          breach of a representation or warranty made by the Seller that materially
          and
          adversely affects the value of a Mortgage Loan or the Mortgage Loans or
          the
          interest therein of the Purchaser, the Seller shall use its best efforts
          promptly to cure such breach in all material respects and, if such breach
          cannot
          be cured, the Seller 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 Subsection 3.02 and such breach
          cannot
          be cured within 120 days of the earlier of either discovery by or notice
          to the
          Seller of such breach, all of the Mortgage Loans shall, at the Purchaser’s
          option be repurchased by the Seller at the Purchase Price. The Seller may,
          at
          the request of the Purchaser and assuming the Seller 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 Seller 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 3.03 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.

         

        In
          addition to the foregoing, within 120 days of the earlier of discovery
          by the
          Seller or receipt of notice by the Seller of (i) the breach of any
          representation or warranty of Ameriquest Mortgage Company (“Ameriquest”) set
          forth in Section 7.03 of the Master Mortgage Loan Purchase and Interim
          Servicing
          Agreement, dated June 1, 2006 (the “Purchase Agreement”), between GCFP and
          Ameriquest, which materially and adversely affects the interests of the
          Certificateholders in any of the Mortgage Loans originated by Ameriquest
          (the
“Ameriquest Mortgage Loans”) and for which Ameriquest has failed to cure such
          breach in accordance with the terms of the Purchase Agreement and (ii)(a)
          the
          fact that Ameriquest is no longer an operating company or (b) an Officers’
Certificate certifying to the fact that Ameriquest is financially unable
          to cure
          such breach pursuant to the terms of the Purchase Agreement, the Seller
          shall
          take such action described in Section 2.03 of the Pooling Agreement in
          respect
          of such Ameriquest Mortgage Loan. Such obligation of the Seller shall continue
          until such time that the Rating Agencies inform Ameriquest and the Seller
          in
          writing that such obligation is no longer required in order for the Rating
          Agencies to maintain their then-current ratings on the
          Certificates.

         

        Notwithstanding
          the foregoing, within 90 days of the earlier of either discovery by or
          notice to
          the Seller of a breach of the representation of the Seller set forth in
          Section
          3.01(ww), the Seller shall repurchase such Mortgage Loan at the Purchase
          Price
          or substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan,
          in
          each case, in accordance with the provisions set forth above.

         

        Notwithstanding
          the foregoing, within 90 days of the earlier of discovery by the Seller
          or
          receipt of notice by the Seller of the breach of the representation of
          the
          Seller set forth in Section 3.01(tt) above which materially and adversely
          affects the interests of the Holders of the Class P Certificates in any
          Prepayment Charge, the Seller shall 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.

         

        At
          the
          time of substitution or repurchase of any deficient Mortgage Loan, the
          Purchaser
          and the Seller shall arrange for the reassignment of the repurchased or
          substituted Mortgage Loan to the Seller and the delivery to the Seller
          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 Seller 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 Seller substitutes a Qualified Substitute
          Mortgage Loan or Loans, the Seller 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 Seller shall remit for
          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 Seller. 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
          Seller
          shall thereafter be entitled to retain all amounts subsequently received
          by the
          Seller 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 Seller 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
          Subsections 3.01 and 3.02.

         

        It
          is
          understood and agreed that the representations and warranties set forth
          in
          Sections 3.01 and 3.02 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 Seller set forth in this
          Section 3.03 to cure, repurchase and substitute for a defective Mortgage
          Loan
          and the obligations of the Seller 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 or 3.02.

         

         

         

        ARTICLE
          IV

         

        SELLER’S
          COVENANTS

         

        Section
          4.01  Covenants
          of the Seller.
          The
          Seller hereby covenants that except for the transfer hereunder, the Seller
          will
          not sell, pledge, assign or transfer to any other Person, or grant, create,
          incur, assume or suffer to exist any Lien on any Mortgage Loan, or any
          interest
          therein; the Seller will notify the Trustee, as assignee of the Purchaser,
          of
          the existence of any Lien on any Mortgage Loan immediately upon discovery
          thereof, and the Seller will defend the right, title and interest of the
          Trust,
          as assignee of the Purchaser, in, to and under the Mortgage Loans, against
          all
          claims of third parties claiming through or under the Seller; provided,
          however,
          that
          nothing in this Section 4.01 shall prevent or be deemed to prohibit the
          Seller
          from suffering to exist upon any of the Mortgage Loans any Liens for municipal
          or other local taxes and other governmental charges if such taxes or
          governmental charges shall not at the time be due and payable or if the
          Seller
          shall currently be contesting the validity thereof in good faith by appropriate
          proceedings and shall have set aside on its books adequate reserves with
          respect
          thereto.

         

         

         

        ARTICLE
          V

         

        INDEMNIFICATION
          WITH RESPECT TO THE MORTGAGE LOANS

         

        Section
          5.01  Indemnification.

         

        (ii)  The
          Seller indemnifies and holds harmless the Purchaser, its respective officers
          and
          directors and each person, if any, who controls the Purchaser within the
          meaning
          of Section 15 of the Securities Act or Section 20 of the Exchange Act,
          as
          follows:

         

        (i)  against
          any and all losses, claims, expenses, damages or liabilities, joint or
          several,
          to which the Purchaser or such controlling person may become subject under
          the
          Securities Act or otherwise, insofar as such losses, claims, damages or
          liabilities (or actions in respect thereof including, but not limited to,
          any
          loss, claim, expense, damage or liability related to purchases and sales
          of the
          Certificates) arise out of or are based upon any untrue statement or alleged
          untrue statement of any material fact contained in the Prospectus Supplement,
          or
          any amendment or supplement thereto, or arise out of, or are based upon,
          the
          omission or alleged omission to state therein a material fact required
          to be
          stated therein or necessary to make the statements made therein not misleading,
          to the extent that any untrue statement or alleged untrue statement therein
          results (or is alleged to have resulted) from an error or material omission
          in
          the information concerning the Seller Information furnished by the Seller
          to the
          Purchaser for use in the preparation of the Prospectus Supplement, which
          error
          was not superseded or corrected by the delivery to the Purchaser of corrected
          written or electronic information, or for which the Seller provided written
          notice of such error to the Purchaser prior to the confirmation of the
          sale of
          the Certificates; and will reimburse the Purchaser and each such controlling
          person for any legal or other expenses reasonably incurred by the Purchaser
          or
          such controlling person in connection with investigating or defending any
          such
          loss, claim, damage. liability or action as such expenses are
          incurred;

         

        (ii)  against
          any and all loss, liability, claim, damage and expense whatsoever, to the
          extent
          of the aggregate amount paid in settlement of any litigation, or investigation
          or proceeding by any governmental agency or body, commenced or threatened,
          or of
          any claim whatsoever based upon any such untrue statement or omission,
          or any
          such alleged untrue statement or omission, if such settlement is effected
          with
          the written consent of the Purchaser; and

         

        (iii)  against
          any and all expense whatsoever (including the fees and disbursements of
          counsel
          chosen by the Purchaser), reasonably incurred in investigating, preparing
          or
          defending against any litigation, or investigation or proceeding by any
          governmental agency or body. commenced or threatened, or any claim whatsoever
          based upon any such untrue statement or omission, or any such alleged untrue
          statement or omission, to the extent that any such expense is not paid
          under
          clause (i) or clause (ii) above.

         

        This
          indemnity agreement will be in addition to any liability which the Seller
          may
          otherwise have.

         

        (iii)  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.

         

        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.

         

        (iv)  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, the Seller,
          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 Seller and the Purchaser in such
          proportions as shall be appropriate to reflect the relative benefits received
          by
          the Seller on the one hand and the Purchaser on the other from the sale
          of the
          Mortgage Loans; 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 and each director
          of
          the Seller, each officer of the Seller, and each person, if any, who controls
          the Seller within the meaning of Section 15 of the Securities Act shall
          have the
          same rights to contribution as the Seller.

         

        (v)  The
          Seller 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 Seller to perform
          its
          duties in compliance with the terms of this Agreement or (ii) arising from
          a
          breach by the Seller of its representations and warranties in Sections
          3.01 and
          3.02 of this Agreement. The Seller 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 Seller 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 Seller and the Purchaser
          created hereby shall terminate, except for the Seller’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 by the Seller and the Purchaser,
          by
          written agreement
          signed by the Seller 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: (i) if to the Seller,
          Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich,
          Connecticut 06830, Attention: Legal, or such other address as may hereafter
          be
          furnished to the Purchaser in writing by the Seller and (ii) if to the
          Purchaser, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
          Connecticut 06830, Attention: Legal, or such other address as may hereafter
          be
          furnished to the Seller in writing by the Purchaser.

         

        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 and the Seller 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 Seller, the Seller 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
          Seller 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 Seller 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 the
          Seller is
          selling, the Mortgage Loans rather than pledging the Mortgage Loans to
          secure a
          loan by the Purchaser to the 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 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
          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
          the
          Seller, the Purchaser and the Trustee.

         

        The
          obligations of the Seller 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 the Seller may assign its obligations hereunder to any Person
          into
          which the Seller is merged or any corporation resulting from any merger,
          conversion or consolidation to which the Seller is a party or any Person
          succeeding to the business of the Seller. 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 Seller acknowledges and consents to the assignment
          by
          the Purchaser to the Trustee of all of the Purchaser’s rights against the Seller
          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 the Seller 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 and 3.02 and
          the
          provisions of Article V hereof shall survive the purchase of the Mortgage
          Loans
          hereunder.

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the Seller 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.

         

        FINANCIAL
          ASSET SECURITIES CORP.,

        as
          Purchaser

         

        By:________________________________

        Name:

        Title:

         

        GREENWICH
          CAPITAL FINANCIAL PRODUCTS, INC., as Seller

         

        By:_________________________________

        Name:

        Title:

         

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        SCHEDULE
          I

         

        MORTGAGE
          LOANS

         

        SEE
          EXHIBIT D TO

        POOLING
          AND SERVICING AGREEMENT

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          1

         

        LIST
          OF
          SERVICING AGREEMENTS

         

        


        1.
           Amended
          and Restated Master Interim Servicing Agreement, dated as of January 1,
          2006,
          between Greenwich Capital Financial Products, Inc. and GMAC Mortgage,
          LLC.

        


        2.
           Servicing
          Agreement, dated as of January 1, 2006, between Greenwich Capital Financial
          Products, Inc. and Central Mortgage Company.

        


        3.
           Servicing
          Agreement, dated as of March 1, 2006, between Greenwich Capital Financial
          Products, Inc. and Wells Fargo Bank, N.A.

        


        4.
           Master
          Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004,
          between Greenwich Capital Financial Products, Inc. and Countrywide Home
          Loans,
          Inc., as amended by an Amendment Reg AB, dated as of December 1, 2005,
          between
          Greenwich Capital Financial Products, Inc. and Countrywide Home Loans,
          Inc.

        





      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C-2

       

      FORM
        OF
        ASSIGNMENT AND RECOGNITION AGREEMENT

       

      


      ASSIGNMENT
        AND RECOGNITION AGREEMENT

       

      THIS
        ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 1, 2007, (“Agreement”)
        among
        Greenwich Capital Financial Products, Inc. (“Assignor”),
        Financial Asset Securities Corp. (“Assignee”)
        and
        Mortgage Network Inc. (the “Company”):

       

      For
        and
        in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which hereby are acknowledged,
        and
        of the mutual covenants herein contained, the parties hereto hereby agree
        as
        follows:

       

      Assignment
        and Conveyance

       

      1.  The
        Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
        all of the right, title and interest of the Assignor, as purchaser, in, to
        and
        under (a) those certain Mortgage Loans listed as being originated by the
        Company
        on the schedule (the “Mortgage
        Loan Schedule”)
        attached hereto as Exhibit A (the “Mortgage
        Loans”)
        and
        (b) that certain Master Mortgage Loan Purchase and Interim Servicing Agreement
        dated as of May 1, 2006, as amended (the “Purchase
        Agreement”),
        between the Company as seller and interim servicer and the Assignor, as
        purchaser (the “Purchaser”),
        solely insofar as the Purchase Agreement relates to the Mortgage
        Loans.

       

      The
        Assignor specifically reserves and does not assign to the Assignee hereunder
        any
        and all right, title and interest in, to and under and any obligations of
        the
        Assignor with respect to any mortgage loans subject to the Purchase Agreement
        which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
        and are
        not the subject of this Agreement.

       

      Recognition
        of the Company

       

      2.  From
        and
        after the date hereof, the Company shall and does hereby recognize that the
        Assignee will transfer the Mortgage Loans and assign its rights under the
        Purchase Agreement (solely to the extent set forth herein) and this Agreement
        to
        Soundview Home Loan Trust 2007-1 (the “Trust”)
        created pursuant to a Pooling and Servicing Agreement, dated as of February
        1,
        2006 (the “Pooling
        Agreement”),
        among
        the Assignee, Ocwen Loan Servicing, LLC as servicer (the “Servicer”),
        Wells
        Fargo Bank, N.A as master servicer and trust administrator and Deutsche Bank
        National Trust Company as trustee (including its successors in interest and
        any
        successor trustees under the Pooling Agreement, the “Trustee”).
        The
        Company hereby acknowledges and agrees that from and after the date hereof
        (i) the Trust will be the owner of the Mortgage Loans, (ii) the
        Company shall look solely to the Trust for performance of any obligations
        of the
        Assignor insofar as they relate to the enforcement of the representations,
        warranties and covenants with respect to the Mortgage Loans, (iii) the
        Trust (including the Trustee, the Trust Administrator, the Master Servicer
        and
        the Servicer acting on the Trust’s behalf) shall have all the rights and
        remedies available to the Assignor, insofar as they relate to the Mortgage
        Loans, under the Purchase Agreement, including, without limitation, the
        enforcement of the document delivery requirements and remedies with respect
        to
        breaches of representations and warranties set forth in the Purchase Agreement,
        and shall be entitled to enforce all of the obligations of the Company
        thereunder insofar as they relate to the Mortgage Loans, and (iv) all
        references to the Purchaser (insofar as they relate to the rights, title
        and
        interest and, with respect to obligations of the Purchaser, only insofar
        as they
        relate to the enforcement of the representations, warranties and covenants
        of
        the Company) or the Custodian under the Purchase Agreement insofar as they
        relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
        the Trustee, the Trust Administrator, the Master Servicer and the Servicer
        acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend
        or agree to amend, modify, waiver, or otherwise alter any of the terms or
        provisions of the Purchase Agreement which amendment, modification, waiver
        or
        other alteration would in any way affect the Mortgage Loans or the Company’s
        performance under the Purchase Agreement with respect to the Mortgage Loans
        without the prior written consent of the Trustee.

       

      Representations
        and Warranties of the Company

       

      3.  The
        Company warrants and represents to the Assignor, the Assignee and the Trust
        as
        of the date hereof that:

       

      (a) The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its incorporation;

       

      (b)
         The
        Company has full power and authority to execute, deliver and perform its
        obligations under this Agreement and has full power and authority to perform
        its
        obligations under the Purchase Agreement. The execution by the Company of
        this
        Agreement is in the ordinary course of the Company’s business and will not
        conflict with, or result in a breach of, any of the terms, conditions or
        provisions of the Company’s charter or bylaws or any legal restriction, or any
        material agreement or instrument to which the Company is now a party or by
        which
        it is bound, or result in the violation of any law, rule, regulation, order,
        judgment or decree to which the Company or its property is subject. The
        execution, delivery and performance by the Company of this Agreement have
        been
        duly authorized by all necessary corporate action on part of the Company.
        This
        Agreement has been duly executed and delivered by the Company, and, upon
        the due
        authorization, execution and delivery by the Assignor and the Assignee, will
        constitute the valid and legally binding obligation of the Company, enforceable
        against the Company in accordance with its terms except as enforceability
        may be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law;

       

      (c)
         No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        the Company in connection with the execution, delivery or performance by
        the
        Company of this Agreement; and

       

      (d)
         There
        is
        no action, suit, proceeding or investigation pending or threatened against
        the
        Company, before any court, administrative agency or other tribunal, which
        would
        draw into question the validity of this Agreement or the Purchase Agreement,
        or
        which, either in any one instance or in the aggregate, would result in any
        material adverse change in the ability of the Company to perform its obligations
        under this Agreement or the Purchase Agreement, and the Company is
        solvent.

       

      4.  Pursuant
        to Section 12 of the Purchase Agreement, the Company hereby represents and
        warrants, for the benefit of the Assignor, the Assignee and the Trust, that
        the
        representations and warranties set forth in Sections 7.01 of the Purchase
        Agreement, are true and correct as of the date hereof as if such representations
        and warranties were made on the date hereof, and that the representations
        and
        warranties set forth in Section 7.02 of the Purchase Agreement (attached
        hereto
        as Schedule I) are true and correct as of the related servicing transfer
        date
        from Company to Assignor, except that the representation and warranty set
        forth
        in Section 7.02(i) shall, for purposes of this Agreement, relate to the
        Mortgage Loan Schedule attached hereto.

       

      5.  The
        Assignor hereby makes the following representations, warranties and covenants
        as
        of the date hereof:

       

      (a) To
        the
        best of the Assignor’s knowledge, nothing has occurred in the period of time
        from the related servicing transfer date to the date hereof which would cause
        such representation and warranties referred to in Section 4 herein to be
        untrue
        in any material respect as of the date hereof;

       

      (b) Each
        Mortgage Loan at the time it was made complied in all material respects with
        applicable local, state, and federal laws, including, but not limited to,
        all
        applicable predatory and abusive and/or usury lending laws;

       

      (c) None
        of
        the mortgage loans are High Cost as defined by any applicable predatory and
        abusive lending laws; 

       

      (e) 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,
        Appendix E); and

       

      (d) No
        mortgage loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act.

       

      Remedies
        for Breach of Representations and Warranties

       

      6.  The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trustee and the Servicer
        acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Company set forth in Sections
        3 and 4
        hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
        as if they were set forth herein (including without limitation the repurchase
        and indemnity obligations set forth therein).

       

      Miscellaneous

       

      7.  This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      8.  No
        term
        or provision of this Agreement may be waived or modified unless such waiver
        or
        modification is in writing and signed by the party against whom such waiver
        or
        modification is sought to be enforced, with the prior written consent of
        the
        Trustee.

       

      9.  This
        Agreement shall inure to the benefit of (i) the successors and assigns of
        the
        parties hereto and (ii) the Trust (including the Trustee and the Servicer
        acting
        on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
        be merged or consolidated shall, without the requirement for any further
        writing, be deemed Assignor, Assignee or Company, respectively,
        hereunder.

       

      10.  Each
        of
        this Agreement and the Purchase Agreement shall survive the conveyance of
        the
        Mortgage Loans and the assignment of the Purchase Agreement (to the extent
        assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
        and
        nothing contained herein shall supersede or amend the terms of the Purchase
        Agreement.

       

      11.  This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      12.  In
        the
        event that any provision of this Agreement conflicts with any provision of
        the
        Purchase Agreement with respect to the Mortgage Loans, the terms of this
        Agreement shall control.

       

      13.  Capitalized
        terms used in this Agreement (including the exhibits hereto) but not defined
        in
        this Agreement shall have the meanings given to such terms in the Purchase
        Agreement.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers as of the date first above written.

       

      
        	 	 	 	 	 	 	 	
                GREENWICH
                  CAPITAL FINANCIAL PRODUCTS, INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      
        	 	 	 	 	 	 	 	
                FINANCIAL
                  ASSET SECURITIES CORP.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      
        	 	 	 	 	 	 	 	
                MORTGAGE
                  NETWORK INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        A

      


      MORTGAGE
        LOAN SCHEDULE

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        I

      


      Capitalized
        terms used in this Schedule I but not defined in this Agreement shall have
        the
        meanings given to such terms in the Purchase Agreement.

      


      (i)  The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (ii)  The
        Mortgage Loan is in compliance with all requirements set forth in the related
        Confirmation, and the characteristics of the related Mortgage Loan Package
        as
        set forth in the related Confirmation are true and correct; provided, however,
        that in the event of any conflict between the terms of any Confirmation and
        this
        Agreement, the terms of this Agreement shall control;

       

      (iii)  All
        payments required to be made up to the close of business on the Closing Date
        for
        such Mortgage Loan under the terms of the Mortgage Note have been made; the
        Seller has not advanced funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the related Mortgaged
        Property, directly or indirectly, for the payment of any amount required
        by the
        Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
        delinquent as of the Closing Date and there has been no delinquency, exclusive
        of any period of grace, in any payment by the Mortgagor thereunder since
        the
        origination of the Mortgage Loan;

       

      (iv)  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;

       

      (v)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office if necessary to maintain the lien priority
        of
        the Mortgage, and which have been delivered to the Custodian; the substance
        of
        any such waiver, alteration or modification has been approved by the insurer
        under the Primary Insurance Policy, if any, and has been approved by the
        title
        insurer, to the extent required by the related policy, and is reflected on
        the
        related Mortgage Loan Schedule. No instrument of waiver, alteration or
        modification has been executed, and no Mortgagor has been released, in whole
        or
        in part, except in connection with an assumption agreement approved by
the
        insurer under the Primary Insurance Policy, if any, and by the
        title
        insurer, to the extent required by the policy, and which assumption agreement
        has been delivered to the Custodian and the terms of which are reflected
        in the
        related Mortgage Loan Schedule;

       

      (vi)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and the Mortgage, or the
        exercise of any right thereunder, render the 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.
        Each
        Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
        enforceable and collectible under applicable federal, state and local
        law;

       

      (vii)  All
        buildings upon the Mortgaged Property are insured by a Qualified Insurer
        acceptable to Fannie Mae and Freddie
        Mac
        against
        loss by fire, hazards of extended coverage and such other hazards as are
        customary in the area where the Mortgaged Property is located, pursuant to
        insurance policies providing coverage in an amount not less than the greatest
        of
        (i) 100% of the replacement cost of all improvements to the Mortgaged Property,
        (ii) either (A) the outstanding principal balance of the Mortgage Loan with
        respect to each first lien Mortgage Loan or (B) with respect to each second
        lien
        Mortgage Loan, the sum of the outstanding principal balance of the related
        first
        lien mortgage loan and the outstanding principal balance of the second lien
        Mortgage Loan, or (iii) the amount necessary to avoid the operation of any
        co-insurance provisions with respect to the Mortgaged Property, and consistent
        with the amount that would have been required as of the date of origination
        in
        accordance with the Underwriting Guidelines. All such insurance policies
        contain
        a standard mortgagee clause naming the Seller, its successors and assigns
        as
        mortgagee and all premiums thereon have been paid. If the Mortgaged Property
        is
        in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
        by the Federal Emergency Management Agency as having special flood hazards
        (and
        such flood insurance has been made available) a flood insurance policy meeting
        the requirements of the current guidelines of the Federal Insurance
        Administration is in effect which policy conforms to the requirements of
        Fannie
        Mae and Freddie
        Mac.
        The
        Mortgage obligates the Mortgagor thereunder to maintain all such insurance
        at
        the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
        cost and expense and to seek reimbursement therefor from the
        Mortgagor;

       

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

       

      (ix)  The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

       

      (x)  The
        Mortgage (including any Negative Amortization which may arise thereunder)
        is a
        valid, existing and enforceable (A) first lien and first priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien
        and second priority security interest with respect to each Mortgage Loan
        which
        is indicated by the Seller to be a second lien (as reflected on the Mortgage
        Loan Schedule), in either case, on the Mortgaged Property, including all
        improvements on the Mortgaged Property subject only to (a) the lien of current
        real property taxes and assessments not yet due and payable, (b) covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording being acceptable to mortgage lending
        institutions generally and specifically referred to in the lender's title
        insurance policy delivered to the originator of the Mortgage Loan and which
        do
        not adversely affect the Appraised Value of the Mortgaged Property, (c) with
        respect to each Mortgage Loan which is indicated by the Seller to be a second
        lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien
        on
        the Mortgaged Property; and (d) 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 the Mortgage or the use, enjoyment, value
        or
        marketability of the related Mortgaged Property. Any security agreement,
        chattel
        mortgage or equivalent document related to and delivered in connection with
        the
        Mortgage Loan establishes and creates a valid, existing and enforceable first
        or
        second lien and first or second priority security interest (in each case,
        as
        indicated on the Mortgage Loan Schedule) on the property described therein
        and
        the Seller has full right to sell and assign the same to the Purchaser. The
        Mortgaged Property was not, as of the date of origination of the Mortgage
        Loan,
        subject to a mortgage, deed of trust, deed to secure debt or other security
        instrument creating a lien subordinate to the lien of the Mortgage;

       

      (xi)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      (xii)  All
        parties to the Mortgage Note and the Mortgage had legal capacity to enter
        into
        the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
        and the Mortgage Note and the Mortgage have been duly and properly executed
        by
        such parties. The Mortgagor is a natural person;

       

      (xiii)  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;

       

      (xiv)  The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has full right to transfer and sell the Mortgage Loan
        to
        the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
        claim or security interest;

       

      (xv)  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;

       

      (xvi)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
        title insurance policy (which, in the case of an Adjustable Rate Mortgage
        Loan
        has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
        acceptable to Fannie Mae and Freddie
        Mac,
        issued
        by a title insurer acceptable to Fannie Mae and Freddie
        Mac
        and
        qualified to do business in the jurisdiction where the Mortgaged Property
        is
        located, insuring (subject to the exceptions contained in (x)(a) and (b),
        and
        with respect to any second lien Mortgage Loan (c), above) the Seller, its
        successors and assigns as to the first or second priority lien (as indicated
        on
        the Mortgage Loan Schedule) of the Mortgage in the original principal amount
        of
        the Mortgage Loan (including, if the Mortgage Loan provides for Negative
        Amortization, the maximum amount of Negative Amortization in accordance with
        the
        Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against
        any
        loss by reason of the invalidity or unenforceability of the lien resulting
        from
        the provisions of the Mortgage providing for adjustment in the Mortgage Interest
        Rate and Monthly Payment and Negative Amortization provisions of the Mortgage
        Note. Additionally, such lender's title insurance policy affirmatively insures
        ingress and egress to and from the Mortgaged Property, and against encroachments
        by or upon the Mortgaged Property or any interest therein. The Seller is
        the
        sole insured of such lender's title insurance policy, and such lender’s title
        insurance policy is in full force and effect and will be in full force and
        effect upon the consummation of the transactions contemplated by this Agreement.
        No claims have been made under such lender's title insurance policy, and
        no
        prior holder of the related Mortgage, including the Seller, has done, by
        act or
        omission, anything which would impair the coverage of such lender's title
        insurance policy;

       

      (xvii)  There
        is
        no default, breach, violation or event of acceleration existing under the
        Mortgage or the Mortgage Note and no event which, with the passage of time
        or
        with notice and the expiration of any grace or cure period, would constitute
        a
        default, breach, violation or event of acceleration, and the Seller has not
        waived any default, breach, violation or event of acceleration. With respect
        to
        each second lien Mortgage Loan (i) the first lien mortgage loan is in full
        force
        and effect, (ii) there is no default, breach, violation or event of acceleration
        existing under such first lien mortgage or the related mortgage note, (iii)
        no
        event which, with the passage of time or with notice and the expiration of
        any
        grace or cure period, would constitute a default, breach, violation or event
        of
        acceleration thereunder, (iv) either (A) the first lien mortgage contains
        a
        provision which allows or (B) applicable law requires, the mortgagee under
        the
        second lien Mortgage Loan to receive notice of, and affords such mortgagee
        an
        opportunity to cure any default by payment in full or otherwise under the
        first
        lien mortgage, (v) the related first lien does not provide for or permit
        negative amortization under such first lien Mortgage Loan, and (vi) either
        no
        consent for the Mortgage Loan is required by the holder of the first lien
        or
        such consent has been obtained and is contained in the Mortgage
        File;

       

      (xviii)  There
        are
        no mechanics' or similar liens or claims which 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 which are or may be liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xix)  All
        improvements which were considered in determining the Appraised Value of
        the
        related Mortgaged Property lay wholly within the boundaries and building
        restriction lines of the Mortgaged Property, and no improvements on adjoining
        properties encroach upon the Mortgaged Property;

       

      (xx)  The
        Mortgage Loan was originated by the Seller or 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 as such by the Secretary of HUD;

       

      (xxi)  
        Principal payments on the Mortgage Loan commenced no more than sixty (60)
        days
        after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
        bears
        interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
        which
        is not a Negative Amortization Loan, the Mortgage Note is payable on the
        first
        day of each month in Monthly Payments, which, in the case of a Fixed Rate
        Mortgage Loan, are sufficient to fully amortize the original principal balance
        over the original term thereof (other than with respect to a Mortgage Loan
        identified on the related Mortgage Loan Schedule as an interest-only Mortgage
        Loan during the interest-only period or a Mortgage Loan which is identified
        on
        the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay
        interest at the related Mortgage Interest Rate, and, in the case of an
        Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
        any
        case, are sufficient to fully amortize the original principal balance over
        the
        original term thereof (other than with respect to a Mortgage Loan identified
        on
        the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
        the
        interest-only period or a Mortgage Loan which is identified on the related
        Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at
        the
        related Mortgage Interest Rate. With respect to each Negative Amortization
        Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
        is
        sufficient during the period following each Payment Adjustment Date, to fully
        amortize the outstanding principal balance as of the first day of such period
        (including any Negative Amortization) over the then remaining term of such
        Mortgage Note and to pay interest at the related Mortgage Interest Rate;
        provided, that the Monthly Payment shall not increase to an amount that exceeds
        107.5% of the amount of the Monthly Payment that was due immediately prior
        to
        the Payment Adjustment Date; provided, further, that the payment adjustment
        cap
        shall not be applicable with respect to the adjustment made to the Monthly
        Payment that occurs in a year in which the Mortgage Loan has been outstanding
        for a multiple of five (5) years and in any such year the Monthly Payment
        shall
        be adjusted to fully amortize the Mortgage Loan over the remaining term.
        With
        respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
        an
        interest-only Mortgage Loan, the interest-only period shall not exceed ten
        (10)
        years (or such other period specified on the Mortgage Loan Schedule) and
        following the expiration of such interest-only period, the remaining Monthly
        Payments shall be sufficient to fully amortize the original principal balance
        over the remaining term of the Mortgage Loan and to pay interest at the related
        Mortgage Interest Rate. With respect to each Balloon Mortgage Loan, the Mortgage
        Note requires a monthly payment which is sufficient to fully amortize the
        original principal balance over the original term thereof and to pay interest
        at
        the related Mortgage Interest Rate and requires a final Monthly Payment
        substantially greater than the preceding monthly payment which is sufficient
        to
        repay the remaining unpaid principal balance of the Balloon Mortgage Loan
        at the
        Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
        Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is a
        Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
        maturity of less than seven (7) years;

       

      (xxii)  The
        origination, servicing and collection practices used with respect to each
        Mortgage Note and Mortgage including, without limitation, the establishment,
        maintenance and servicing of the Escrow Accounts and Escrow Payments, if
        any,
        since origination, have been in all respects legal, proper, prudent and
        customary in the mortgage origination and servicing industry. The Mortgage
        Loan
        has been serviced by the Seller and any predecessor servicer in accordance
        with
        the terms of the Mortgage Note and Accepted Servicing Practices. With respect
        to
        escrow deposits and Escrow Payments, if any, all such payments are in the
        possession of, or under the control of, the Seller and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made. No escrow deposits or Escrow Payments
        or
        other charges or payments due the Seller have been capitalized under any
        Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
        Payments are being held by the Seller for any work on a Mortgaged Property
        which
        has not been completed;

       

      (xxiii)  The
        Mortgaged Property is free of damage and waste and there is no proceeding
        pending for the total or partial condemnation thereof;

       

      (xxiv)  The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee's sale, and (b) otherwise by judicial foreclosure. 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 which would interfere with the right to sell the Mortgaged
        Property at a trustee's sale or the right to foreclose the Mortgage. The
        Mortgagor has not notified the Seller and the Seller has no knowledge of
        any
        relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
        Relief Act;

       

      (xxv)  The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        in
        effect at the time the Mortgage Loan was originated which underwriting standards
        satisfy the standards of Fannie Mae or Freddie
        Mac;
        and the
        Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
        Mac;

       

      (xxvi)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (x) above;

       

      (xxvii)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of Fannie Mae and Freddie
        Mac,
        was on
        appraisal form 1004 or form 2055 with an interior inspection and was made
        and
        signed, prior to the approval of the Mortgage Loan application, by a qualified
        appraiser, duly appointed by the Seller, who had no interest, direct or indirect
        in the Mortgaged Property or in any loan made on the security thereof, whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan
        and who met the minimum qualifications of Fannie Mae and Freddie
        Mac.
        Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (xxviii)  In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Purchaser to the trustee under the deed of trust, except in
        connection with a trustee's sale after default by the Mortgagor;

       

      (xxix)  No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
        by
        any source other than the Mortgagor or (c) 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;

       

      (xxx)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (xxxi)  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;

       

      (xxxii)  The
        Seller has no knowledge of any circumstances or condition with respect to
        the
        Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
        standing that can reasonably be expected to cause the Mortgage Loan to be
        an
        unacceptable investment, cause the Mortgage Loan to become delinquent, or
        adversely affect the value of the Mortgage Loan;

       

      (xxxiii)  No
        Mortgage Loan had an LTV or a CLTV at origination in excess of 95%. Each
        Mortgage Loan with an LTV at origination in excess of 80% is and will be
        subject
        to a Primary Insurance Policy, issued by a Qualified Insurer, which insures
        that
        portion of the Mortgage Loan in excess of the portion of the Appraised Value
        of
        the Mortgaged Property as required by Fannie Mae. With respect to any Mortgage
        Loan which allows Negative Amortization, such Primary Insurance Policy contains
        provisions to cover the potential Negative Amortization of such Mortgage
        Loan.
        All provisions of such Primary Insurance Policy have been and are being complied
        with, such policy is in full force and effect, and all premiums due thereunder
        have been paid. Any Mortgage subject to any such Primary Insurance Policy
        obligates the Mortgagor thereunder to maintain such insurance and to pay
        all
        premiums and charges in connection therewith. The Mortgage Interest Rate
        for the
        Mortgage Loan does not include any such insurance premium. No Mortgage Loan
        is
        subject to a lender paid primary mortgage insurance policy;

       

      (xxxiv)  The
        Mortgaged Property is lawfully occupied under applicable law; all inspections,
        licenses and certificates required to be made or issued with respect to all
        occupied portions of the Mortgaged Property and, with respect to the use
        and
        occupancy of the same, including but not limited to certificates of occupancy,
        have been made or obtained from the appropriate authorities;

       

      (xxxv)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or developer,
        or
        any other party involved in the origination of the Mortgage Loan or in the
        application of any insurance in relation to such Mortgage Loan;

       

      (xxxvi)  The
        Assignment of Mortgage is in recordable form, except for the name of the
        assignee which is blank, and is acceptable for recording under the laws of
        the
        jurisdiction in which the Mortgaged Property is located;

       

      (xxxvii)  Any
        principal advances made to the Mortgagor prior to the Cut-off Date have been
        consolidated with the outstanding principal amount secured by the Mortgage,
        and
        the secured principal amount, as consolidated, bears a single interest rate
        and
        single repayment term. The lien of the Mortgage securing the consolidated
        principal amount is expressly insured as having first or second (as indicated
        on
        the Mortgage Loan Schedule) lien priority by a title insurance policy, an
        endorsement to the policy insuring the mortgagee's consolidated interest
        or by
        other title evidence acceptable to Fannie Mae and Freddie
        Mac.
        The
        consolidated principal amount does not exceed the original principal amount
        of
        the Mortgage Loan plus any Negative Amortization;

       

      (xxxviii)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of Fannie Mae and Freddie
        Mac;

       

      (xxxix)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Seller;

       

      (xl)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xli)  The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
        Mortgagor, has received any notice of any violation or potential violation
        of
        such law;

       

      (xlii)  The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
        Tax Service Contract which is assignable to the Purchaser or its designee;
        provided however, that if the Seller fails to purchase such Tax Service
        Contract, the Seller shall be required to reimburse the Purchaser for all
        costs
        and expenses incurred by the Purchaser in connection with the purchase of
        any
        such Tax Service Contract;

       

      (xliii)  Each
        Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
        to
        the Purchaser or its designee or, for each Mortgage Loan not covered by such
        Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
        Service Contract;

       

      (xliv)  No
        Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
        Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an “annual
        percentage rate” or “total points and fees” (as each such term is defined under
        HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
        defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
        a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
        loan, or “predatory” mortgage loan or any other comparable term, no matter how
        defined under any federal, state or local law, (c) subject to any comparable
        federal, state or local statutes or regulations, or any other statute or
        regulation providing for heightened regulatory scrutiny or assignee liability
        to
        holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
        as
        applicable (as such terms are defined in the current Standard & Poor’s
        LEVELS® Glossary Revised, Appendix E);

       

      (xlv)  No
        predatory, abusive, or deceptive lending practices, including but not limited
        to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no apparent benefit to the Mortgagor, were employed in connection
        with
        the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
        with
        the anti-predatory lending eligibility for purchase requirements of the Fannie
        Mae Guides;

       

      (xlvi)  The
        debt-to-income ratio of the related Mortgagor was not greater than 60% at
        the
        origination of the related Mortgage Loan;

       

      (xlvii)  No
        Mortgagor was required to purchase any credit insurance product (e.g., life,
        mortgage, disability, accident, unemployment or health insurance product)
        or
        debt cancellation agreement as a condition of obtaining the extension of
        credit.
        No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
        life, mortgage, disability, accident, unemployment or health insurance product)
        or debt cancellation agreement in connection with the origination of the
        Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single
        premium credit insurance policies or debt cancellation agreements as part
        of the
        origination of, or as a condition to closing, such Mortgage Loan;

       

      (xlviii)  The
        Mortgage Loans were not selected from the outstanding one- to four-family
        mortgage loans in the Seller’s portfolio as to which the representations and
        warranties set forth in this Agreement could be made at the related Closing
        Date
        in a manner so as to affect adversely the interests of the
        Purchaser;

       

      (xlix)  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;

       

      (l)  The
        Mortgage Loan complies with all applicable consumer credit statutes and
        regulations, including, without limitation, the respective Uniform Consumer
        Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
        Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
        originated by a properly licensed entity or an entity that is exempt from
        licensing, and in all other respects, complies with all of the material
        requirements of any such applicable laws;

       

      (li)  The
        information set forth in the Mortgage Loan Schedule as to Prepayment Charges
        is
        complete, true and correct in all material respects and each Prepayment Charge
        is permissible, enforceable and collectable in accordance with its terms
        upon
        the Mortgagor’s full and voluntary principal payment under applicable
        law;

       

      (lii)  The
        Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
        has not received notification from a Mortgagor that a prepayment in full
        shall
        be made after the Closing Date;

       

      (liii)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (liv)  Each
        Mortgage Loan is eligible for sale in the secondary market or for inclusion
        in a
        Securitization Transaction without unreasonable credit enhancement;

       

      (lv)  Except
        as
        set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
        are
        subject to a Prepayment Charge. With respect to any Mortgage Loan that contains
        a provision permitting imposition of a premium upon a prepayment prior to
        maturity: (a) the Mortgage Loan provides some benefit to the Mortgagor (e.g.
        a
        rate or fee reduction) in exchange for accepting such Prepayment Charge;
        (b) the
        Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
        requiring third-party brokers to offer the Mortgagor, the option of obtaining
        a
        Mortgage Loan that did not require payment of such a Prepayment Charge; (c)
        the
        Prepayment Charge was adequately disclosed to the Mortgagor pursuant to
        applicable state and federal law; (d) the duration of the Prepayment Charge
        shall not exceed three (3) years from the date of the Mortgage Note; and
        (e)
        such Prepayment Charge shall not be imposed in any instance where the Mortgage
        Loan is accelerated or paid off in connection with the workout of a delinquent
        Mortgage or due to the Mortgagor’s default, notwithstanding that the terms of
        the Mortgage Loan or state or federal law might permit the imposition of
        such
        Prepayment Charge;

       

      (lvi)  The
        Seller has complied with all applicable anti-money laundering laws and
        regulations, including without limitation the Bank Secrecy Act, as amended
        by
        the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”);
        the Seller has established an anti-money laundering compliance program as
        required by the Anti-Money Laundering Laws, has conducted the requisite due
        diligence in connection with the origination of each Mortgage Loan for purposes
        of the Anti-Money Laundering Laws, including with respect to the legitimacy
        of
        the applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to purchase the Mortgaged Property, and maintains, and will maintain, sufficient
        information to identify and verify the identification of the applicable
        Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan
        is
        subject to nullification pursuant to Executive Order 13224 (the “Executive
        Order”) or the regulations promulgated by the Office of Foreign Assets Control
        of the United States Department of the Treasury (the “OFAC Regulations”) or in
        violation of the Executive Order or the OFAC Regulations, and no Mortgagor
        is
        subject to the provisions of such Executive Order or the OFAC Regulations
        nor
        listed as a “specially designated national or blocked person” for purposes of
        the OFAC Regulations;

       

      (lvii)  The
        Mortgagor was not encouraged or required to select a mortgage loan product
        offered by the Mortgage Loan’s originator which is a higher cost product
        designed for less creditworthy borrowers, taking into account such facts
        as,
        without limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit
        history, income, assets and liabilities. If, at the time of loan application,
        the Mortgagor may have qualified for a lower cost credit product then offered
        by
        any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration. With respect to any Mortgage Loan, the Mortgagor
        was
        assigned the highest credit grade available with respect to a mortgage loan
        product offered by such Mortgage Loan’s originator, based on a comprehensive
        assessment of risk factors, including the Mortgagor’s credit
        history;

       

      (lviii)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        did not rely on the extent of the Mortgagor’s equity in the collateral as the
        principal determining factor in approving such extension of credit. The
        methodology employed objective criteria that related such facts as, without
        limitation, the Mortgagor’s credit history, income, assets or liabilities, to
        the proposed mortgage payment and, based on such methodology, the Mortgage
        Loan’s originator made a reasonable determination that at the time of
        origination the Mortgagor had the ability to make timely payments on the
        Mortgage Loan;

       

      (lix)  With
        respect to each Mortgage Loan, the Seller has fully and accurately furnished
        complete information (i.e., favorable and unfavorable) on the related borrower
        credit files to Equifax, Experian and Trans Union Credit Information Company,
        in
        accordance with the Fair Credit Reporting Act and its implementing regulations,
        on a monthly basis and, for each Mortgage Loan, the Seller will furnish,
        in
        accordance with the Fair Credit Reporting Act and its implementing regulations,
        accurate and complete information on its borrower credit files to Equifax,
        Experian, and Trans Union Credit Information Company, on a monthly
        basis;

       

      (lx)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Borrower in accordance with applicable state and federal laws and
        regulations. No related Borrower was charged “points and fees” (whether or not
        financed) in an amount greater than (a) $1,000 or (b) 5% of the principal
        amount
        of such loan, whichever is greater, such 5% limitation is calculated in
        accordance with Fannie Mae’s anti-predatory lending requirements as set forth in
        the Fannie Mae Guides. For purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and other
        charges that the lender imposed as a condition of making the loan, whether
        they
        are paid to the lender or a third party, and (b) 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 other
        miscellaneous fees and charges that, in total, do not exceed 0.25 percent
        of the
        loan amount. 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 Mortgage Loan were disclosed in
        writing to the related Mortgagor in accordance with applicable state and
        federal
        laws and regulations;

       

      (lxi)  The
        Seller will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Seller 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;

       

      (lxii)  With
        respect to any Mortgage Loan which is secured by manufactured housing, if
        such
        Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
        requirements for inclusion in residential mortgage backed securities
        transactions rated by Standard & Poor's Ratings Services and such
        manufactured housing will be the principal residence of the Mortgagor upon
        the
        origination of the Mortgage Loan. With respect to any second lien Mortgage
        Loan,
        such lien is on a one- to four-family residence that is (or will be) the
        principal residence of the Mortgagor upon the origination of the second lien
        Mortgage Loan;

       

      (lxiii)  Each
        Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation
        Section 1.860G-2(a)(1);

       

      (lxiv)  No
        Mortgage Loan is secured by real property or secured by a manufactured home
        located in the state of Georgia unless (x) such Mortgage Loan was originated
        prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
        the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
        Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
        defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
        Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
        applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
        occupied real property or an owner occupied manufactured home located in
        the
        State of Georgia was originated (or modified) on or after October 1, 2002
        through and including March 6, 2003;

       

      (lxv)  No
        Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
        Section 6-1, effective as of April 1, 2003;

       

      (lxvi)  No
        Mortgage Loan (a) is secured by property located in the State of New York;
        (b)
        had an unpaid principal balance at origination of $300,000 or less, and (c)
        has
        an application date on or after April 1, 2003, the terms of which Mortgage
        Loan
        equal or exceed either the APR or the points and fees threshold for “high-cost
        home loans”, as defined in Section 6-1 of the New York State Banking
        Law;

       

      (lxvii)  No
        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);

       

      (lxviii)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat.
        Section 360.100);

       

      (lxix)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (lxx)  No
        Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
        Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
        New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
        et
        seq.);

       

      (lxxi)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (lxxii)  No
        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.);

       

      (lxxiii)  No
        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.);

       

      (lxxiv)  No
        Loan
        that is secured by property located within the State of Maine meets the
        definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
        Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
        defined under the Maine House Bill 383 L.D. 494, effective as of September
        13,
        2003;

       

      (lxxv)  With
        respect to any Loan for which a mortgage loan application was submitted by
        the
        Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
        in the
        State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum
        has
        lender-imposed fees (or other charges) in excess of 3.0% of the original
        principal balance of the Loan;

       

      (lxxvi)  No
        Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C). No Mortgage Loan secured by a Mortgaged Property
        located in the Commonwealth of Massachusetts was made to pay off or refinance
        an
        existing loan or other debt of the related borrower (as the term “borrower” is
        defined in the regulations promulgated by the Massachusetts Secretary of
        State
        in connection with Massachusetts House Bill 4880 (2004)) unless either (1)
        (a)
        the related Mortgage Interest Rate (that would be effective once the
        introductory rate expires, with respect to Adjustable Rate Mortgage Loans)
        did
        or would not exceed by more than 2.25% the yield on United States Treasury
        securities having comparable periods of maturity to the maturity of the related
        Mortgage Loan as of the fifteenth day of the month immediately preceding
        the
        month in which the application for the extension of credit was received by
        the
        related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term
        is used in the Massachusetts House Bill 4880 (2004)) and the related Mortgage
        Note provides that the related Mortgage Interest Rate may not exceed at any
        time
        the Prime rate index as published in The Wall Street Journal plus a margin
        of
        one percent, or (2) such Mortgage Loan is in the "borrower's interest," as
        documented by a "borrower's interest worksheet" for the particular Mortgage
        Loan, which worksheet incorporates the factors set forth in Massachusetts
        House
        Bill 4880 (2004) and the regulations promulgated thereunder for determining
        "borrower's interest," and otherwise complies in all material respects with
        the
        laws of the Commonwealth of Massachusetts;

       

      (lxxvii)  No
        Loan
        is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
        effective January 1, 2005 ( Ind. Code Ann. §§ 24-9-1 et seq.);

       

      (lxxviii)  The
        Mortgagee has not made or caused to be made any payment in the nature of
        an
“average” or “yield spread premium” to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

       

      (lxxix)  The
        sale
        or transfer of the Mortgage Loan by the Seller complies with all applicable
        federal, state, and local laws, rules, and regulations governing such sale
        or
        transfer, including, without limitation, the Fair and Accurate Credit
        Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
        amended from time to time, and the Seller has not received any actual or
        constructive notice of any identity theft, fraud, or other misrepresentation
        in
        connection with such Mortgage Loan or any party thereto;

       

      (lxxx)  With
        respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
        accurately provided on the Mortgage Loan Schedule. The related Assignment
        of
        Mortgage to MERS has been duly and properly recorded, or has been delivered
        for
        recording to the applicable recording office;

       

      (lxxxi)  With
        respect to each MOM Loan, Seller has not received any notice of liens or
        legal
        actions with respect to such Mortgage Loan and no such notices have been
        electronically posted by MERS;

       

      (lxxxii)  With
        respect to each second lien Mortgage Loan, either no consent for the Mortgage
        Loan is required by the holder of the first lien or such consent has been
        obtained and is contained in the Mortgage File; and

       

      (lxxxiii)  No
        Mortgagor agreed to submit to arbitration to resolve any dispute arising
        out of
        or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
        is
        subject to any mandatory arbitration.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 1, 2007, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          Ameriquest Mortgage Company (the “Company”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

        


        1.  The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master Mortgage Loan Purchase
          and
          Interim Servicing Agreement dated as of June 1, 2006, as amended (the
“Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

        


        Recognition
          of the Company

        


        2.  From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2007-1 (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of February
          1,
          2007 (the “Pooling
          Agreement”),
          among
          the
          Assignee, Ocwen Loan Servicing, LLC as servicer (including their successors
          in
          interest and any successor servicers under the Pooling Agreement, a
“Servicer”),
          Wells
          Fargo Bank, N.A. as master servicer and trust administrator and Deutsche
          Bank
          National Trust Company, as trustee (including its successors in interest
          and any
          successor trustees under the Pooling Agreement, the “Trustee”).
          The
          Company hereby acknowledges and agrees that from and after the date hereof
          (i) the Trust will be the owner of the Mortgage Loans, (ii) the
          Company shall look solely to the Trust for performance of any obligations
          of the
          Assignor insofar as they relate to the enforcement of the representations,
          warranties and covenants with respect to the Mortgage Loans, (iii) the
          Trust (including
          the Trustee, the Trust Administrator, the Master Servicer and the Servicer
          acting on the Trust’s behalf) shall
          have all the rights and remedies available to the Assignor, insofar as
          they
          relate to the Mortgage Loans, under the Purchase Agreement, including,
          without
          limitation, the enforcement of the document delivery requirements and remedies
          with respect to breaches of representations and warranties set forth in
          the
          Purchase Agreement, and shall be entitled to enforce all of the obligations
          of
          the Company thereunder insofar as they relate to the Mortgage Loans, and
          (iv) all references to the Purchaser (insofar as they relate to the rights,
          title and interest and, with respect to obligations of the Purchaser, only
          insofar as they relate to the enforcement of the representations, warranties
          and
          covenants of the Company) or the Custodian under the Purchase Agreement
          insofar
          as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
          (including the Trustee, the Trust Administrator, the Master Servicer and
          the
          Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor
          shall amend or agree to amend, modify, waiver, or otherwise alter any of
          the
          terms or provisions of the Purchase Agreement which amendment, modification,
          waiver or other alteration would in any way affect the Mortgage Loans or
          the
          Company’s performance under the Purchase Agreement with respect to the Mortgage
          Loans without the prior written consent of the Trustee.

         

        


         

        Representations
          and Warranties of the Company

        3.  The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

         

        (a)  The
          Company is duly organized, validly existing and in good standing as a
          corporation under the laws of the State of Delaware; 

         

        (b)  The
          Company has the full power and authority to execute, deliver and perform,
          and to
          enter into and consummate, all transactions contemplated by this Agreement.
          The
          Company 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 Assignor or Assignee
          constitutes a legal, valid and binding obligation of the Company, 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 Company and the performance
          of
          and compliance with the terms of this Agreement will not violate the Company’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 Company is a party or which may be applicable to
          the
          Company or its assets; 

         

        (d)  The
          Company is not in violation of, and the execution and delivery of this
          Agreement
          by the Company 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 Company or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Company or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder;

         

        (e)  The
          Company 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;
          

         

        (f)  There
          are
          no actions or proceedings against, investigations known to it of, the Company
          before any court, administrative or other tribunal (A) that might prohibit
          its
          entering into this Agreement or (B) that might prohibit or materially and
          adversely affect the performance by the Company of its obligations under,
          or
          validity or enforceability of, this Agreement or the Mortgage Loans;
          and

         

        (g)  No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Company
          of,
          or compliance by the Company 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.


         

        4.  Pursuant
          to Section 11 of the Purchase Agreement, the Company hereby represents
          and
          warrants, for the benefit of the Assignor, the Assignee and the Trust,
          that the
          representations and warranties set forth in Sections 7.01 and 7.03 (attached
          hereto as Schedule I) of the Purchase Agreement, are true and correct as
          of the
          date hereof as if such representations and warranties were made on the
          date
          hereof or such earlier date as specified in any such representation and
          warranty.

         

        5.  The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a)  With
          respect to the representations and warranties set forth in Section 7.03
          (a) (2),
          Section 7.03 (a) (3), Section 7.03 (a) (4), Section 7.03 (a) (5), Section
          7.03
          (a) (7), Section 7.03 (a) (9), Section 7.03 (a) (15), Section 7.03 (a)
          (16),
          Section 7.03 (a) (18), Section 7.03 (a) (19), Section 7.03 (a) (20), Section
          7.03 (a) (25), Section 7.03 (a) (34), Section 7.03 (a) (41) and Section
          7.03 (a)
          (50) to the best of the Assignor’s knowledge, nothing has occurred in the period
          of time since the whole loan purchase date to the date hereof which would
          cause
          such representations and warranties to be untrue in any material respect
          as of
          the date hereof;

         

        (b)  Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws;

         

        (c)  None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive and/or usury lending laws; 

         

        (d)  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,
          Appendix E); 

         

        (e)  No
          mortgage loan originated on or after October 1, 2002 through March 6, 2003
          is
          governed by the Georgia Fair Lending Act.

         

        (f)  With
          respect to the Group I Mortgage Loans:

         

          (i)
          There
          are
          no manufactured housing units;

         

        
          	(ii)  	
                  There
                    are no first lien mortgage loans that have an original principal
                    balance
                    that exceeds the applicable Freddie Mac loan limits;
                    

                


        

         

        
          	(iii)  	
                  With
                    respect to any subordinate lien mortgage loans, such lien is
                    on a one- to
                    four- family residence that is the principal residence of the
                    boffower.

                


        

         

        
          	(iv)  	
                  No
                    subordinate lien mortgage loan has an original principal balance
                    that
                    exceeds one-half of the one-unit limitation for first lien mortgage
                    loans,
                    without regard to the number of
                    units;

                


        

         

        
          	(v)  	
                  The
                    original principal balance of the first lien mortgage loan plus
                    the
                    original principal balance of any subordinate lien mortgage loans
                    relating
                    to the same mortgaged property does not exceed the applicable
                    Freddie Mac
                    loan limit for first lien mortgage loans for that property
                    type.

                


        

         

        


         

        Remedies
          for Breach of Representations and Warranties

        


        6.  The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including
          the Trustee, the Trust Administrator, the Master Servicer and the Servicer
          acting on the Trust’s behalf)
          in
          connection with any breach of the representations and warranties made by
          the
          Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
          7.04 of the Purchase Agreement as if they were set forth herein (including
          without limitation the repurchase and indemnity obligations set forth therein);
          provided, however, with respect to any representation of the Company which
          materially and adversely affects the interests of any Prepayment Charge,
          the
          Company shall pay the amount of the scheduled Prepayment Charge by remitting
          such amount to the Servicer for deposit into the Collection Account in
          respect
          of such Prepayment Charge.

         

        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee, the Trust Administrator,
          the
          Master Servicer and the Servicer acting on the Trust’s behalf) in connection
          with any breach of the representations and warranties made by the Assignor
          set
          forth in Section 5 hereof shall be as set forth in Section 2.03 of the
          Pooling
          Agreement as if they were set forth herein.

        


        


        Miscellaneous

        


        7.  This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

         

        8.  No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee. 

         

        9.  This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee, the Trust
          Administrator, the Master Servicer and the Servicer acting on the Trust’s
          behalf). Any entity into which Assignor, Assignee or Company may be merged
          or
          consolidated shall, without the requirement for any further writing, be
          deemed
          Assignor, Assignee or Company, respectively, hereunder. 

         

        10.  Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement.

         

        11.  This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        12.  In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        13.  Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
          duly authorized officers as of the date first above written.

         

        


        GREENWICH
          CAPITAL FINANCIAL PRODUCTS, INC.

        


        


        By:________________________________   

        Name:
          

        Title:

        


        


        FINANCIAL
          ASSET SECURITIES CORP.

        


        


        By:
          ________________________________   

        Name:
          

        Title:

        


        


        AMERIQUEST
          MORTGAGE COMPANY

        


        


        By:
          ________________________________   

        Name:
          

        Title:

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        Capitalized
          terms used in this Schedule I but not defined in this Agreement shall have
          the
          meanings given to such terms in the Purchase Agreement.

        


        The
          information set forth in the Mortgage Loan Schedule is complete, true and
          correct as of the related Cut-off Date; 

         

        1.  The
          information set forth in the Mortgage Loan Schedule is complete, true and
          correct as of the related Cut-off Date;

         

        2.  As
          of the
          Closing Date, the Mortgage Loan is in compliance with all requirements
          set forth
          in the Term Sheet;

         

        3.  As
          of the
          related Closing Date, the Company has not advanced funds, or induced, solicited
          or knowingly received any advance of funds from a party other than the
          owner of
          the related Mortgaged Property, directly, for the payment of any amount
          required
          by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
          for
          more than thirty (30) days in the prior twelve (12) months;

         

        4.  As
          of the
          related Closing Date, there are no delinquent taxes or insurance premiums
          affecting the related Mortgaged Property;

         

        5.  As
          of the
          related Closing Date, the terms of the Mortgage Note and the Mortgage have
          not
          been impaired, waived, altered or modified in any respect, except by written
          instruments, recorded in the applicable public recording office if necessary
          to
          maintain the lien priority of the Mortgage, and which have been delivered
          to the
          Custodian; the substance of any such waiver, alteration or modification
          has been
          approved by the title insurer, to the extent required by the related policy,
          and
          is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
          or modification has been executed, and no Mortgagor has been released,
          in whole
          or in part, except in connection with an assumption agreement approved
          by title
          insurer, to the extent required by the policy, and which assumption agreement
          has been delivered to the Custodian and the terms of which are reflected
          in the
          Mortgage Loan Schedule;

         

        6.  The
          Mortgage Note and the Mortgage are not subject to any valid right of rescission,
          set-off, counterclaim or defense, including the defense of usury, nor will
          the
          operation of any of the terms of the Mortgage Note and the Mortgage, or
          the
          exercise of any right thereunder, render the Mortgage unenforceable, in
          whole or
          in part, or subject to any such valid right of rescission, set-off, counterclaim
          or defense, including the defense of usury and no such valid right of
          rescission, set-off, counterclaim or defense has been asserted with respect
          thereto. 

         

        7.  As
          of the
          related Closing Date, all buildings upon the Mortgaged Property are insured
          by a
          generally acceptable insurer against loss by fire, hazards of extended
          coverage
          and such other hazards as are customary in the area where the Mortgaged
          Property
          is located, in an amount not less than the least of (i) 100% of the replacement
          cost of all improvements to the Mortgaged Property, (ii) either (A) the
          outstanding principal balance of the Mortgage Loan with respect to each
          first
          lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan,
          the
          sum of the outstanding principal balance of the related first lien mortgage
          loan
          and the outstanding principal balance of the second lien Mortgage Loan,
          (iii)
          the amount necessary to avoid the operation of any co-insurance provisions
          with
          respect to the Mortgaged Property, or (iv) 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. All such insurance policies contain
          a
          standard mortgagee clause naming the originator, its successors and assigns
          as
          mortgagee and all premiums thereon are paid current. If upon origination
          of the
          Mortgage Loan, the Mortgaged Property was in an area identified on a Flood
          Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
          Management Agency as having special flood hazards (and such flood insurance
          has
          been made available) a flood insurance policy meeting the requirements
          of the
          current guidelines of the Federal Insurance Administration is in effect
          which
          policy conforms to the requirements of Fannie Mae and Freddie Mac. Except
          as may
          otherwise be limited by applicable law, the Mortgage obligates the Mortgagor
          thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
          and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor’s cost and expense and to seek
          reimbursement therefor from the Mortgagor;

         

        8.  Any
          and
          all requirements of any federal, state or local law including, without
          limitation, usury, truth in lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity, disclosure laws and/or all
          predatory and abusive lending laws applicable to the origination and servicing
          of the Mortgage Loan have been complied with. Any and all disclosure statements
          required to be made by the Mortgagor relating to such requirements are
          and will
          remain in the Mortgage File;

         

        9.  As
          of the
          related Closing Date, the Mortgage has not been satisfied, canceled,
          subordinated or rescinded, in whole or in part, and the Mortgaged Property
          has
          not been released from the lien of the Mortgage, in whole or in part, nor
          has
          any instrument been executed that would effect any such satisfaction,
          cancellation, subordination, rescission or release;

         

        10.  The
          Mortgage creates a valid first or second lien, as applicable, in the related
          Mortgaged Property as reflected on the Mortgage Loan Schedule;

         

        11.  The
          related Mortgage is a valid, existing and enforceable first or second lien,
          as
          applicable and as indicated on the Mortgage Loan Schedule, on the related
          Mortgaged Property, including all improvements on the related Mortgaged
          Property
          subject only to (i) the lien of current real property taxes and assessments
          not
          yet due and payable, (ii) covenants, conditions and restrictions, rights
          of way,
          easements, mineral right reservations and other matters of the public record
          as
          of the date of recording of such Mortgage being acceptable to mortgage
          lending
          institutions generally and specifically referred to in the lender’s title
          insurance policy delivered to the originator of the related Mortgage Loan
          and
          which do not adversely affect the Appraised Value of the related Mortgaged
          Property and (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 the related Mortgage or the use, enjoyment, value (as determined
          by Appraised Value) or marketability of the related Mortgaged Property.
          Any
          security agreement, chattel mortgage or equivalent document related to
          and
          delivered in connection with the Mortgage Loan establishes and creates
          a valid,
          subsisting, enforceable and perfected first or second (as indicated on
          the
          Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
          Loan Schedule) priority security interest on the property described therein,
          and
          the Company has the full right to sell and assign the same to the Purchaser.
          

         

        12.  The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, enforceable in accordance
          with its
          terms;

         

        13.  All
          parties to the Mortgage Note and the Mortgage had legal capacity to enter
          into
          the Mortgage Loan and to execute and deliver the Mortgage Note and the
          Mortgage,
          and the Mortgage Note and the Mortgage have been duly and properly executed
          by
          such parties. The Mortgagor is a natural person, at least one Mortgagor
          is a
          party to the Mortgage Note, and the Mortgage is in an individual
          capacity;

         

        14.  Excluding
          any Mortgage Loan subject to an escrow holdback, 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
          currently
          entitled to any refund of any amounts paid or due to the Mortgagee pursuant
          to
          the Mortgage Note or Mortgage;

         

        15.  As
          of the
          related Closing Date and immediately prior to the sale of the Mortgage
          Loan
          hereunder, the Company is the sole legal, beneficial and equitable owner
          of the
          Mortgage Note and the Mortgage and has full right to transfer and sell
          the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien,
          pledge, charge, claim or security interest excepting therefrom warehouse
          lending
          arrangements security interests which will be released concurrent with
          the
          closing of the sale to the Purchaser;

         

        16.  As
          of the
          related Closing Date, 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;

         

        17.  The
          Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
          case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
          endorsement, such endorsement substantially in the form of ALTA Form 6.0
          or 6.1,
          issued by a title insurer and qualified to do business in the jurisdiction
          where
          the Mortgaged Property is located, insuring the Interim Servicer, its successors
          and assigns as to the first or second (as indicated on the Mortgage Loan
          Schedule) priority lien of the Mortgage in the original principal amount
          of the
          Mortgage Loan and, with respect to an Adjustable Rate Mortgage Loan, against
          any
          loss by reason of the invalidity or unenforceability of the lien resulting
          from
          the provisions of the Mortgage providing for adjustment in the Mortgage
          Interest
          Rate and Monthly Payment. Additionally, such lender’s title insurance policy
          affirmatively insures ingress and egress to and from the Mortgaged Property,
          and
          against encroachments by or upon the Mortgaged Property or any interest
          therein.
          The Originator and its successors and assigns is the sole insured of such
          lender’s title insurance policy, and such lender’s title insurance policy is in
          full force and effect and will be in full force and effect upon the consummation
          of the transactions contemplated by this Agreement. Such lender’s title
          insurance policy does not require the consent of or notification to the
          related
          insurer for assignment to the Purchaser. 

         

        18.  As
          of the
          related Closing Date, no claims have been made under such lender’s title
          insurance policy, and no prior holder of the related Mortgage, including
          the
          Company, has done, by act or omission, anything which would impair the
          coverage
          of such lender’s title insurance policy;

         

        19.  As
          of the
          related Closing Date, there is no default, breach, violation or event of
          acceleration existing under the Mortgage or the Mortgage Note and no event
          which, with the passage of time or with notice and the expiration of any
          grace
          or cure period, would constitute a default, breach, violation or event
          of
          acceleration; and as of such Closing Date, the Company or the Interim Servicer
          has not waived any default, breach, violation or event of acceleration,
          except
          as otherwise provided in this Agreement. For purposes of the foregoing,
          a
          delinquent payment of less than thirty (30) days on a Mortgage Loan in
          and of
          itself does not constitute a default, breach, violation or event of acceleration
          with respect to such Mortgage Loan. With respect to each second lien mortgage
          loan, as of the origination date of such Mortgage Loan and, to the best
          of the
          Company’s knowledge, as of the Closing Date (i) the first lien mortgage loan is
          in full force and effect, (ii) to the best of Company’s knowledge, there is no
          default, breach, violation or event of acceleration existing under such
          first
          lien mortgage or the related mortgage note, (iii) no event which, with
          the
          passage of time or with notice and the expiration of any grace or cure
          period,
          would constitute a default, breach, violation or event of acceleration
          thereunder, (iv) either (A) the first lien mortgage contains a provision
          which
          allows or (B) applicable law requires, the mortgagee under the second lien
          Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
          to
          cure any default by payment in full or otherwise under the first lien mortgage,
          (v) the related first lien does not provide for or permit negative amortization
          under such first lien Mortgage Loan, and (vi) either no consent for the
          Mortgage
          Loan is required by the holder of the first lien or such consent has been
          obtained and is contained in the Mortgage File.

         

        20.  As
          of the
          related Closing Date, there are no mechanics’ or similar liens or claims which
          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
          which are or may be liens prior to, or equal or coordinate with, the lien
          of the
          related Mortgage;

         

        21.  All
          improvements which were considered in determining the Appraised Value of
          the
          related Mortgaged Property lay wholly within the boundaries and building
          restriction lines of the Mortgaged Property, and no improvements on adjoining
          properties encroach upon the Mortgaged Property. Each appraisal has been
          performed in accordance with the provisions of the Financial Institutions
          Reform, Recovery and Enforcement Act of 1989;

         

        22.  The
          Mortgage Loan was (i) originated by or in conjunction with a mortgagee
          approved
          by the Secretary of Housing and Urban Development pursuant to Sections
          203 and
          211 of the National Housing Act, a savings and loan association, a savings
          bank,
          a commercial bank, mortgage banker, credit union, insurance company or
          similar
          banking institution which is supervised and examined by a federal or state
          authority or (ii) acquired by the Company or its affiliates directly through
          loan brokers or correspondents such that (a) the Mortgage Loan was originated
          in
          conformity with the Underwriting Guidelines and (b) the Company or its
          affiliates approved the Mortgage Loan prior to funding;

         

        23.  Other
          than with respect to interest-only Mortgage Loans, principal payments on
          the
          Mortgage Loan are scheduled to commence no more than sixty days after the
          proceeds of the Mortgage Loan are disbursed. The Mortgage Loan bears interest
          at
          the Mortgage Interest Rate. The Mortgage Note is payable on the first day
          of
          each month in Monthly Payments. Interest on the Mortgage Loan is calculated
          on
          the basis of a 360-day year consisting of twelve 30-day months. The Mortgage
          Note does not permit negative amortization. With respect to each Mortgage
          Loan
          identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan,
          the
          interest-only period shall not exceed ten (10) years (or such other period
          specified on the Mortgage Loan Schedule) and following the expiration of
          such
          interest-only period, the remaining Monthly Payments shall be sufficient
          to
          fully amortize the original principal balance over the remaining term of
          the
          Mortgage Loan and to pay interest at the related Mortgage Interest
          Rate;

         

        24.  The
          origination, servicing and collection practices used with respect to each
          Mortgage Note and Mortgage including, without limitation, the establishment,
          maintenance and servicing of the Escrow Accounts and Escrow Payments, if
          any,
          since origination, have been in all respects legal, proper, reasonable
          and
          customary in the mortgage origination and servicing industry. The Mortgage
          Loan
          has been serviced by the Interim Servicer and any predecessor servicer
          in
          accordance with the terms of the Mortgage Note and applicable law. With
          respect
          to escrow deposits and Escrow Payments, if any, all such payments (so long
          as
          the Company is acting as Interim Servicer) are in the possession of, or
          under
          the control with, the Interim 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 Payments or other charges or
          payments due the Interim Servicer have been capitalized under any Mortgage
          or
          the related Mortgage Note;

         

        25.  As
          of the
          related Closing Date, the Mortgaged Property is free of material damage
          and
          waste and there is no proceeding pending for the total or partial condemnation
          thereof;

         

        26.  The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (i) in the case of a Mortgage designated as
          a deed
          of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
          the related Closing Date, 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, which would materially interfere with the right to sell
          the
          Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
          As of the related Closing Date, the Mortgagor has not notified the Interim
          Servicer or the Company and the Company or the Interim Servicer has no
          knowledge
          of any relief requested or allowed to the Mortgagor under the Servicemembers
          Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief
          Act of
          1940;

         

        27.  If
          a
          Mortgage Loan is secured by a long-term residential lease, (1) the lessor
          under
          the lease holds a fee simple interest in the land; (2) the terms of such
          lease
          expressly permit the mortgaging of the leasehold estate, the assignment
          of the
          lease without the lessor’s consent and the acquisition by the holder of the
          Mortgage of the rights of the lessee upon foreclosure or assignment in
          lieu of
          foreclosure or provide the holder of the Mortgage with substantially similar
          protections; (3) the terms of such lease do not (a) allow the termination
          thereof upon the lessee’s default without the holder of the Mortgage being
          entitled to receive written notice of, and opportunity to cure, such default,
          (b) allow the termination of the lease in the event of damage or destruction
          as
          long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
          from being insured (or receiving proceeds of insurance) under the hazard
          insurance policy or policies relating to the Mortgaged Property or (d)
          permit
          any increase in rent other than pre-established increases set forth in
          the
          lease; (4) the original term of such lease is not less than 15 years; (5)
          the
          term of such lease does not terminate earlier than five years after the
          maturity
          date of the Mortgage Note; and (6) the Mortgaged Property is located in
          a
          jurisdiction in which the use of leasehold estates in transferring ownership
          in
          residential properties is a widely accepted practice;

         

        28.  The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the corresponding Mortgage on the Mortgaged Property and the security
          interest of any applicable security agreement or chattel mortgage referred
          to
          above;

         

        29.  The
          Mortgage File contains an appraisal or insured AVM of the related Mortgaged
          Property made prior to the approval of the Mortgage Loan. In the case of
          an
          appraisal it was made by a staff or third party qualified appraiser who
          had no
          interest, direct or indirect in the Mortgaged Property or in any loan made
          on
          the security thereof, whose compensation is not affected by the approval
          or
          disapproval of the Mortgage Loan, for whom no conflict of interest is present
          and who met the minimum qualifications of USPAP;

         

        30.  In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Purchaser to the trustee under the deed of trust, except
          in
          connection with a trustee’s sale after default by the Mortgagor;

         

        31.  No
          Mortgage Loan contains provisions pursuant to which Monthly Payments are
          (i)
          paid or partially paid with funds deposited in any separate account established
          by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
          paid
          by any source other than the Mortgagor or (iii) 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;

         

        32.  Mortgagor
          has received all disclosure materials required by applicable law with respect
          to
          the making of a Refinanced Mortgage Loan, and evidence of such receipt
          is and
          will remain in the Mortgage File;

         

        33.  The
          Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
          required to be delivered with respect to each Mortgage Loan pursuant to
          the
          Custodial Agreement, have been delivered to the Custodian all in compliance
          with
          the specific requirements of the Custodial Agreement;

         

        34.  As
          of the
          related Closing Date, the Mortgaged Property is lawfully occupied under
          applicable law and if it is the borrower’s primary residence is not vacant
          within ninety (90) days of the related Closing Date (with notice from and
          proof
          of such vacancy by the Purchaser); all inspections, licenses and certificates
          required to be made or issued with respect to all occupied portions of
          the
          Mortgaged Property and, with respect to the use and occupancy of the same,
          including but not limited to certificates of occupancy, have been made
          or
          obtained from the appropriate authorities;

         

        35.  The
          Assignment of Mortgage, is in recordable form and (other than with respect
          to
          the blank assignee and the lack of mortgage recordation information) is
          acceptable for recording under the laws of the jurisdiction in which the
          Mortgaged Property is located. When endorsed as provided for in this Agreement,
          the Mortgage Notes will be duly endorsed under applicable law;

         

        36.  Any
          principal advances made to the Mortgagor prior to the related Cut-off Date
          have
          been consolidated with the outstanding principal amount secured by the
          Mortgage,
          and the secured principal amount, as consolidated, bears a single interest
          rate
          and single repayment term. So long as the Company is acting as Interim
          Servicer,
          the lien of the Mortgage securing the consolidated principal amount is
          expressly
          insured as having first or second (as indicated on the Mortgage Loan Schedule)
          lien priority by a title insurance policy, an endorsement to the policy
          insuring
          the mortgagee’s consolidated interest or by other title evidence acceptable to
          Fannie Mae and Freddie Mac. So long as the Company is acting as Interim
          Servicer, the consolidated principal amount does not exceed the original
          principal amount of the Mortgage Loan; 

         

        37.  No
          Mortgage Loan has a balloon payment feature;

         

        38.  If
          the
          Residential Dwelling on the Mortgaged Property is a condominium unit or
          a unit
          in a planned unit development (other than a de minimis planned unit development)
          such condominium or planned unit development project is not ineligible
          under
          Fannie Mae’s eligibility requirements;

         

        39.  No
          statement, report or other document constituting a part of the Mortgage
          Loan
          Schedule contains any material untrue statement of fact or omits to state
          a fact
          necessary to make the statements contained therein not misleading which
          would,
          either individually or in the aggregate, have a material adverse effect
          on the
          value of the Mortgage Loans;

         

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

         

        41.  As
          of the
          related Closing Date, no Mortgage Loan has an LTV or a CLTV of more than
          100%.


         

        42.  No
          Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
          state, local or federal predatory and abusive lending laws, including,
          but not
          limited to, the Georgia Fair Lending Act and Section 6 L of the New York
          State
          Banking Law;

         

        43.  With
          respect to any Mortgage Loan which is a Texas Home Equity Loan, any and
          all
          requirements of Section 50, Article XVI of the Texas Constitution applicable
          to
          Texas Home Equity Loans which were in effect at the time of the origination
          of
          the Mortgage Loan have been complied with. Specifically, without limiting
          the
          generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
          Property or such owner’s spouse, to any person, that were necessary to
          originate, evaluate, maintain, record, insure or service the Mortgage Loan
          are
          reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
          Loan was closed only at the office of the mortgage lender, an attorney
          at law,
          or a title company; (iii) the mortgagee has not been found by a federal
          regulatory agency to have engaged in the practice of refusing to make loans
          because the applicants for the loans reside or the property proposed to
          secure
          the loans is located in a certain area; (iv) the owner of the Mortgaged
          Property
          was not required to apply the proceeds of the Mortgage Loan to repay another
          debt except debt secured by the Mortgaged Property or debt to a lender
          other
          than the mortgagee; (v) the owner of the Mortgaged Property did not sign
          any
          documents or instruments relating to the Loan in which blanks were left
          to be
          filled in; and (vii) if discussions between the mortgagee and the Mortgagor
          were
          conducted primarily in a language other than English, the mortgagee provided
          to
          the owner of the Mortgaged Property, prior to closing, a copy of the notice
          required by Section 50(g), Article XVI of the Texas Constitution translated
          into
          the written language in which the discussions were conducted;

         

        44.  All
          notices, acknowledgments and disclosure statements required by Section
          50,
          Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
          are
          contained in the Mortgage File for each such Mortgage Loan;

         

        45.  All
          cash-out Mortgage Loans secured by real property in the state of Texas
          shall be
          made in accordance with Texas law;

         

        46.  The
          Mortgage Loans are not subject to the requirement of the Home Ownership
          and
          Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
          in violation of, any applicable state or local law, ordinance or regulation
          similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
          by HOEPA or any other applicable predatory or abusive lending laws and
          (ii) no
          Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
          the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
          similarly classified loan using different terminology under a law imposing
          heightened regulatory scrutiny or additional legal liability for resident
          mortgage loans having high interest rates, points and/or fees);

         

        47.  No
          Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
          Security Act of 2002;

         

        48.  With
          respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
          Charge, at the time of the origination of the related Mortgage Loan, is
          enforceable and in compliance with all applicable local, state and federal
          law;

         

        49.  [Reserved];
          

         

        50.  As
          of the
          related Closing Date, the Mortgaged Property is being primarily used as
          a
          Residential Dwelling for residential purposes;

         

        51.  The
          Company has obtained a life of loan, transferable real estate tax service
          contract on each Mortgage Loan and such contract is assignable without
          penalty,
          premium or cost to the Purchaser; 

         

        52.  The
          Company has obtained a life of loan, transferable flood certification contract
          for each Mortgage Loan and such contract is assignable without penalty,
          premium
          or cost to the Purchaser;

         

        53.  The
          Mortgage Loans conform in all material respects to the Underwriting
          Guidelines;

         

        54.  No
          Mortgage Loan originated on or after October 1, 2002 and before March 7,
          2003 is
          secured by a Mortgaged Property located in the State of Georgia; No Mortgage
          Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;

         

        55.  No
          Mortgagor was required to purchase any credit insurance product (e.g.,
          life,
          mortgage, disability, accident, unemployment or health insurance product)
          or
          debt cancellation agreement as a condition of obtaining the extension of
          credit.
          No Mortgagor obtained a prepaid single premium credit insurance policy
          (e.g.,
          life, mortgage, disability, accident, unemployment or health insurance
          product)
          or debt cancellation agreement in connection with the origination of the
          Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase
          single
          premium credit insurance policies or debt cancellation agreements as part
          of the
          origination of, or as a condition to closing, such Mortgage Loan;

         

        56.  [Reserved.]

         

        57.  In
          connection with any Mortgage Loan, the Interim Servicer has fully furnished,
          and
          will fully furnish in accordance with the Fair Credit Reporting Act and
          its
          implementing regulations, accurate and complete information (i.e., favorable
          and
          unfavorable) on its borrower credit files to Equifax, Experian and Trans
          Union
          Credit Information Company, on a monthly basis;

         

        58.  With
          respect to each Mortgage Loan that contains a provision permitting imposition
          of
          a premium upon a prepayment prior to maturity: (a) the Mortgage Loan provides
          some benefits to the Mortgagor (e.g., such as rate or fee reduction) in
          exchange
          for accepting such prepayment premium; (b) the Mortgage Loan’s originator had a
          written policy of offering the Mortgagor, or requiring any third-party
          brokers
          to offer the Mortgagor, the option of obtaining a mortgage loan that did
          not
          require payment of such a premium, unless the Mortgage Loan that did not
          require
          payment of such a premium would be a HOEPA loan or a high-cost home loan
          under
          any applicable state or local law prohibited by the originator's underwriting
          guidelines; (c) the prepayment premium was adequately disclosed to the
          Mortgagor
          pursuant to applicable state and federal law; (d) no subprime Mortgage
          Loan
          originated on or after October 1, 2002 will impose a prepayment premium
          for a
          term in excess of three years and any Mortgage Loans originated prior to
          such
          date, and any non-subprime Mortgage Loans, will not impose prepayment penalties
          in excess of five years; in each case unless the Mortgage Loan was modified
          to
          reduce the prepayment period to no more than three years from the date
          of the
          note and the Mortgagor was notified in writing of such reduction in prepayment
          period; and (e) the Company shall not impose such prepayment premium in
          any
          instance when the Mortgage Loan is accelerated or paid off in connection
          with
          the workout of a delinquent Mortgage or due to the Mortgagor’s default,
          notwithstanding that the terms of the Mortgage Loan or state or federal
          law
          might permit the Company to impose such premium;

         

        59.  No
          Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
          defined by the applicable federal, state or local predatory and abusive
          lending
          laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
          such
          terms are defined in the then current Standard & Poor’s LEVELS Glossary
          Revised, Appendix E);

         

        60.  No
          fraud
          was committed in connection with the origination of any Mortgage Loan;
          provided,
          however, the Company does not represent or warrant the accuracy of the
          qualifying income stated by the related Mortgagor(s) in connection with
          a
          Mortgage Loan that does not require income verification as defined in the
          Underwriting Guidelines;

         

        61.  The
          Mortgaged Property is free from any and all toxic or hazardous substances,
          other
          than those commonly used for homeowner repair and maintenance and/or household
          purposes, and there exists no pending action or proceeding directly involving
          the Mortgaged Property in which compliance with any environmental law,
          rule or
          regulation is an issue;

         

        62.  The
          Mortgage Loan was not prepaid in full prior to the related Closing
          Date;

         

        63.  The
          Company has materially complied with all applicable anti-money laundering
          laws
          and regulations, including without limitation the USA Patriot Act of
          2001;

         

        64.  No
          Mortgage Loan mortgagor was encouraged or required to select a mortgage
          loan
          product offered by the originator which is a higher cost product designed
          for a
          less creditworthy mortgagor, unless at the time of the Mortgage Loan’s
          origination, such mortgagor did not qualify taking into account credit
          history
          and debt-to-income ratios for a lower cost credit product then offered
          by the
          originator. A borrower who is able to qualify for one of the originator’s
          standard products should be directed towards or offered the originator’s
          standard mortgage line;

         

        65.  With
          respect to any Mortgage Loan, the methodology used in underwriting the
          extension
          of credit for each Mortgage Loan did not rely on the extent of the borrower’s
          equity in the collateral as the principal determining factor in approving
          such
          extension of credit. The methodology employed objective criteria that related
          such facts as, without limitation, the borrower’s credit history, income, assets
          or liabilities, to the proposed mortgage payment and, based on such methodology,
          the originator made a reasonable determination that at the time of origination
          the borrower had the ability to make timely payments on the Mortgage
          Loan;

         

        66.  With
          respect to each Mortgage Loan, the Company or one of its affiliates as
          servicer
          for each Mortgage Loan, has fully furnished and will fully furnish, in
          accordance with the Fair Credit Reporting Act and its implementing regulations,
          accurate and complete information (e.g., favorable and unfavorable) on
          its
          borrower credit files to Equifax, Experian and Trans Union Credit Information
          Company or their successors (the “Credit Repositories”) on a monthly
          basis;

         

        67.  With
          respect to any Mortgage Loan, no borrower was charged “points and fees” in an
          amount greater than (a) $1,000 or (b) 5% of the principal amount of such
          mortgage loan, whichever is greater. For purposes of this representation,
          “points and fees” (a) include origination, underwriting, broker and finder’s
          fees and charges that the lender imposed as a condition of making the mortgage
          loan, whether they are paid to the lender or a third party, and (b) 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 other
          miscellaneous fees and charges that, in total, do not exceed 0.25 percent
          of the
          loan amount. 

         

        68.  With
          respect to any Mortgage Loan which is secured by manufactured housing,
          if such
          Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
          requirements for inclusion in residential mortgage backed securities
          transactions rated by Standard & Poor's Ratings Services and such
          manufactured housing will be the principal residence of the Mortgagor upon
          the
          origination of the Mortgage Loan. With respect to any second lien Mortgage
          Loan,
          such lien is on a one- to four-family residence that is (or will be) the
          principal residence of the Mortgagor upon the origination of the second
          lien
          Mortgage Loan;

         

        69.  With
          respect to any Mortgage Loan or the underlying security related thereto,
          neither
          the related Mortgage nor the related Mortgage Note requires the Mortgagor
          to
          submit to arbitration to resolve any dispute arising out of or relating
          in any
          way thereto; and

         

        70.  With
          respect to each second lien Mortgage Loan, such Mortgage Loan was originated
          in
          connection with the origination of a first lien Mortgage Loan on the related
          Mortgaged Property.

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C-3

       

      FORM
        OF
        OMNIBUS ASSIGNMENT AGREEMENT

       

      

        OMNIBUS
          ASSIGNMENT AGREEMENT

         

        THIS
          OMNIBUS ASSIGNMENT AGREEMENT, dated February 1, 2007, (“Agreement”)
          between Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

         

        1.  The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          all of the right, title and interest of the Assignor, as purchaser, in,
          to and
          under (a) those certain Mortgage Loans listed as being originated by the
          related
          originator on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) the master mortgage loan purchase and interim servicing agreement as
          set
          forth on Schedule I, as amended (the “Purchase
          Agreements”),
          solely insofar as the Purchase Agreement relates to the Mortgage
          Loans.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

         

        2.  The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive and/or usury lending laws;

         

        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive lending laws; 

         

        (e) 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,
          Appendix E); and

         

        (d) 
          No
          mortgage loan originated on or after October 1, 2002 through March 6, 2003
          is
          governed by the Georgia Fair Lending Act.

         

        Miscellaneous

         

        3.  This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

         

        4.  No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee.

         

        5.  This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and the Servicer
          acting
          on the Trust’s behalf). Any entity into which Assignor, Assignee may be merged
          or consolidated shall, without the requirement for any further writing,
          be
          deemed Assignor, Assignee, respectively, hereunder.

         

        6.  Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement.

         

        7.  This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument.

         

        8.  In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control.

         

        9.  Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

        [SIGNATURE
          PAGE FOLLOWS]

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

        
          	 	 	 	 	 	 	 	
                  GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


        
          	 	 	 	 	 	 	 	
                  FINANCIAL
                    ASSET SECURITIES CORP.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        MORTGAGE
          LOAN SCHEDULE

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        Schedule
          of Master Mortgage Loan Purchase and Interim Servicing Agreements

        


        


        1. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated March 1,
          2006,
          between Novastar Certificates Financing Corporation and Greenwich Capital
          Financial Products, Inc. 

        


        2. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated May 1, 2006,
          between New Century Mortgage Corporation, as Seller and Interim Servicer,
          and
          Greenwich Capital Financial Products, Inc., as Initial Purchaser. 

        


        3. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated March 1,
          2006,
          among Harwood Street Funding II, LLC, as Seller, Centex Home Equity Company,
          LLC, as Interim Servicer, and Greenwich Capital Financial Products, Inc.,
          as
          Initial Purchaser. 

        


        4. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated June 1, 2006,
          between First NLC Financial Services, LLC, as Seller and Interim Servicer,
          and
          Greenwich Capital Financial Products, Inc., as Initial Purchaser. 

        


        5. Master
          Mortgage Loan Purchase and Servicing Agreement, dated April 1, 2003, between
          Greenwich Capital
          Financial
          Products, Inc., as Purchaser, and Countrywide Home Loans, Inc. as Seller
          and
          Servicer.

        


        6. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated December
          1, 2005,
          between Aames Capital Corporation, as Seller and Interim Servicer, and
          Greenwich
          Capital Financial Products, Inc., as Initial Purchaser. 

        


        7. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated November
          1, 2005,
          between Meritage Mortgage Corporation, as Seller and Interim Servicer,
          and
          Greenwich Capital Financial Products, Inc., as Initial Purchaser. 

        


        8. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated April 1,
          2005,
          between Long Beach Mortgage Company, as Seller and Interim Servicer, and
          Greenwich Capital Financial Products, Inc., as Purchaser. 

        


        9. Master
          Mortgage Loan Purchase and Interim Servicing Agreement, dated December
          1, 2005,
          between Fremont Investment and Loan, as Seller and Interim Servicer, and
          Greenwich Capital Financial Products, Inc., as Initial Purchaser.





      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        D

       

      MORTGAGE
        LOAN SCHEDULE

       

      AS
        FILED
        ON FEBRUARY 27, 2007

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE

       

      
        	
                To:
                  

                 

              	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

              


      

      


       

      
        	
                Re:

                 

              	
                Pooling
                  and Servicing Agreement dated as of February 1, 2007, among Financial
                  Asset Securities Corp. as Depositor, Ocwen Loan Servicing, LLC
                  as
                  Servicer, Wells Fargo Bank, N.A. as Master Servicer and Trust
                  Administrator and Deutsche Bank National Trust Company, a national
                  banking
                  association, 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 Or the
        Mortgage Loan described below, for the reason indicated. Any payments received
        in connection with this Request for Release of documents have been or will
        be
        deposited into the Collection Account for the benefit of the Trust.

       

      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:

              	 
	 	 


      

      


       

      Trustee

       

      Deutsche
        Bank National Trust Company

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

       

      
        	 	 	 
	
                Signature

              	 	
                Date

              
	 	 	 
	
                Documents
                  returned to Trustee:

              	 	 
	 	 	 
	
                Trustee

              	 	
                Date

              


      

      


       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-1

       

      FORM
        OF
        TRUSTEE’S INITIAL CERTIFICATION

       

      February
        __, 2007

       

      
        	
                Financial
                  Asset Securities Corp.

                600
                  Steamboat Road 

                Greenwich,
                  Connecticut 06830

              	
                Ocwen
                  Loan Servicing, LLC

                1675
                  Palm Beach Lakes Boulevard, Suite 10A

                West
                  Palm Beach, Florida 33401

              
	 	 
	
                Greenwich
                  Capital Markets, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

                 

              	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                Attention:
                  Soundview 2007-1

                 

              
	
                Countrywide
                  Home Loans Servicing LP

                400
                  Countrywide Way

                Simi
                  Valley, California 93065

                 

              	
                Central
                  Mortgage Company

                801
                  John Barrow Road Suite 1

                Little
                  Rock, Arkansas 72205

              
	
                GMAC
                  Mortgage LLC

                3451
                  Hammond Avenue

                Waterloo,
                  Iowa 50702

              	 


      

      


       

      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of February 1, 2007, among Financial
                  Asset Securities Corp. as Depositor, Ocwen Loan Servicing, LLC
                  as
                  Servicer, Wells Fargo Bank, N.A. as Master Servicer and Trust
                  Administrator and Deutsche Bank National Trust Company, a national
                  banking
                  association, 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 “Pooling 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 includes any of the documents specified in clause (vi) of Section
        2.01 of the Pooling and Servicing Agreement.

       

      
        	
                [DEUTSCHE
                  BANK NATIONAL TRUST COMPANY] 

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-2

       

      FORM
        OF
        TRUSTEE’S FINAL CERTIFICATION

       

      ________________

      [Date]

       

      
        	
                Financial
                  Asset Securities Corp.

                600
                  Steamboat Road 

                Greenwich,
                  Connecticut 06830

              	
                Ocwen
                  Loan Servicing, LLC

                1675
                  Palm Beach Lakes Boulevard, Suite 10A

                West
                  Palm Beach, Florida 33401

              
	 	 
	
                Greenwich
                  Capital Markets, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

                 

              	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                Attention:
                  Soundview 2007-1

                 

              
	
                Countrywide
                  Home Loans Servicing LP

                400
                  Countrywide Way

                Simi
                  Valley, California 93065

                 

              	
                Central
                  Mortgage Company

                801
                  John Barrow Road Suite 1

                Little
                  Rock, Arkansas 72205

              
	
                GMAC
                  Mortgage LLC

                3451
                  Hammond Avenue

                Waterloo,
                  Iowa 50702

              	 


      

      


       

      
        	
                Re:

                 

              	
                Pooling
                  and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                  of February 1, 2007 among Financial Asset Securities Corp., as
                  Depositor,
                  Ocwen Loan Servicing, LLC as Servicer, Wells Fargo Bank, N.A. as
                  Master
                  Servicer and Trust Administrator and Deutsche Bank National Trust
                  Company,
                  as Trustee with respect to Soundview Home Loan Trust 2007-1, Asset-Backed
                  Certificates, Series 2007-1

              


      

      


      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 items 1, 3, 10, 11 and 15 of the
        definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
        accurately reflects information in the Mortgage File.

       

      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.

       

      
        	
                [DEUTSCHE
                  BANK NATIONAL TRUST COMPANY]

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-3

       

      FORM
        OF
        RECEIPT OF MORTGAGE NOTE

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      
        	
                Re:

                 

              	
                Soundivew
                  Home Loan Trust 2007-1, 

                Asset-Backed
                  Certificates Series 2007-1

              


      

      


       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”), dated as of February 1, 2007 among Financial Asset
        Securities Corp., as Depositor, Ocwen Loan Servicing, LLC as Servicer, Wells
        Fargo Bank, N.A. as Master Servicer and Trust Administrator and Deutsche
        Bank
        National Trust Company, as 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.

       

      
        	
                [DEUTSCHE
                  BANK NATIONAL TRUST COMPANY] 

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G

       

      FORM
        OF
        CAP ALLOCATION AGREEMENT

       

      


      

        
           
CAP
          ALLOCATION AGREEMENT

         

        This
          Cap
          Allocation Agreement, dated as of February 28, 2007 (this “Agreement”), between
          Wells Fargo Bank, N.A. (“Wells Fargo”), as cap trustee for the cap trust (in
          such capacity, the “Cap Trustee”) and Greenwich
          Capital Financial Products, Inc. (“GCFP”), or its designee.

         

        WHEREAS,
          Wells Fargo, on behalf of a separate trust established hereunder which
          holds an
          Interest Rate Cap Agreement (the “Cap Agreement”), a copy of which is attached
          hereto as Exhibit A, between the Cap Trustee,
          on
          behalf of the Cap Trust
          and Bear
          Stearns Financial Products Inc. (the “Cap Provider”) is a counterparty to the
          Cap Agreement;
          and

         

        WHEREAS,
          it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
          desires to accept such appointment, to receive and distribute funds payable
          by
          the Cap Provider to the Cap Trustee, on behalf of the Cap Trust under the
          Cap
          Agreement as provided herein; 

         

        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,
          dated as of February 1, 2007 (the “Pooling and Servicing Agreement”), among
          Financial Asset Securities Corp., as Depositor, Ocwen Loan Servicing, LLC,
          as
          servicer, Wells Fargo Bank, N.A., as master servicer and trust administrator
          (the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee
          (the “Trustee”), relating to the Soundview Home Loan Trust 2007-1 (the “Trust”),
          Asset-Backed Certificates, Series 2007-1 (the “Certificates”), or in the related
          Indenture as the case may be, as in effect on the date hereof. 

         

        2.  Cap
          Trust.
          There
          is hereby established a separate trust (the “Cap Trust”), into which the Cap
          Trustee shall deposit the Cap Agreement. The Cap Trust shall be maintained
          by
          the Cap Trustee. The sole assets of the Cap Trust shall be the Cap Agreement
          and
          the Cap Trust Account.

         

        3.  Cap
          Trustee.
          

         

        (a)  The
          Cap
          Trustee, on behalf of the Cap Trust, is hereby irrevocably appointed to
          receive
          all funds paid to the Cap Trustee by the Cap Provider, or its successors
          in
          interest under the Cap Agreement (including any Cap Termination Payment)
          and the
          Cap Trustee accepts such appointment and hereby agrees to receive such
          amounts,
          deposit such amounts into the Cap Trust Account and to distribute on each
          Distribution Date such amounts in the following order of priority:

         

        (i)  first,
          for deposit into the Cap Account (established under the Pooling and Servicing
          Agreement), an amount equal to the sum of the following amounts remaining
          outstanding after distribution of the Net Monthly Excess Cashflow and any
          Net
          Swap Payments received under the Interest Rate Swap Agreement with the
          Trust:
          (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 GCFP, or its designee, any amounts remaining after payment of (i) above,
          provided,
          however,
          upon the
          issuance of notes by an issuer (the “NIM Trust”), secured by all or a portion of
          the Class C Certificates and the Class P Certificates (the “NIM Notes”), GCFP,
          or its designee, hereby instructs the Cap Trustee to make any payments
          under
          this clause 3(a)(ii):

         

        (A)  to
          the
          Indenture Trustee for the NIM Trust, for deposit into the Note Account
          (each as
          defined in the related Indenture), for distribution in accordance with
          the terms
          of the Indenture until satisfaction and discharge of the Indenture;
          and

         

        (B)  after
          satisfaction and discharge of the Indenture, to the Holders of the Class
          C
          Certificates, pro
          rata
          based on
          the outstanding Notional Amount of each such Certificate.

         

        (b)  The
          Cap
          Trustee agrees to hold any amounts received from the Cap Provider in trust
          upon
          the terms and conditions and for the exclusive use and benefit of the Trustee
          and the Indenture Trustee, as applicable (in turn for the benefit of the
          Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any)
          as set
          forth herein. The rights, duties and liabilities of the Cap Trustee in
          respect
          of this Agreement shall be as follows:

         

        (i) The
          Cap
          Trustee shall have the full power and authority to do all things not
          inconsistent with the provisions of this Agreement that may be deemed advisable
          in order to enforce the provisions hereof. The Cap Trustee shall not be
          answerable or accountable except for its own bad faith, willful misconduct
          or
          negligence. The Cap Trustee 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
          Cap Trustee, shall be likely to involve expense or liability to the Cap
          Trustee,
          unless the Cap Trustee shall have received an agreement satisfactory to
          it in
          its sole discretion to indemnify it against such liability and
          expense.

         

        (ii) The
          Cap
          Trustee 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 Cap Trustee or exercising any right or power conferred upon the Cap
          Trustee
          under this Agreement.

         

        (iii) The
          Cap
          Trustee may perform any duties hereunder either directly or by or through
          agents
          or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for
          the
          acts or omissions of its agents or attorneys so long as the Cap Trustee
          chose
          such Persons with due care.

         

        4.  Cap
          Trust Account.
          The Cap
          Trustee shall segregate and hold all funds received from the Cap Provider
          (including any Cap Termination Payment) separate and apart from any of
          its own
          funds and general assets and shall establish and maintain in the name of
          the Cap
          Trustee one or more segregated accounts (the “Cap Trust Account”).

         

        5.  [RESERVED].
          

         

        6.  Representations
          and Warranties of Wells Fargo.
          Wells
          Fargo represents and warrants as follows:

         

        (a)  Wells
          Fargo 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 Cap Trustee
          hereunder.

         

        (b)  The
          execution, delivery and performance of this Agreement by Wells Fargo as
          Trustee
          have been duly authorized in the Pooling and Servicing Agreement.

         

        (c)  This
          Agreement has been duly executed and delivered by Wells Fargo as Cap Trustee
          and
          the Trustee and is enforceable against Wells Fargo 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).

         

        7.  Replacement
          of Cap Trustee.

         

        Any
          corporation, bank, trust company or association into which the Cap Trustee
          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 Cap Trustee shall be a party, or any corporation,
          bank, trust company or association succeeding to all or substantially all
          the
          corporate trust business of the Cap Trustee, shall be the successor of
          the Cap
          Trustee 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 Cap Trustee and no appointment of a successor
          Cap
          Trustee shall become effective until the appointment by GCFP, or its designee,
          of a successor Cap Trustee acceptable to the NIMS Insurer, if any. Any
          successor
          Cap Trustee shall execute such documents or instruments necessary or appropriate
          to vest in and confirm to such successor Cap Trustee all such rights and
          powers
          conferred by this Agreement.

         

        The
          Cap
          Trustee 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
          cap
          trustee shall not have accepted the appointment hereunder within 30 days
          after
          the giving by the resigning Cap Trustee of such notice of resignation,
          the
          resigning Cap Trustee may petition any court of competent jurisdiction
          for the
          appointment of a successor Cap Trustee acceptable to the NIMS Insurer,
          if
          any.

         

        In
          the
          event of a resignation or removal of the Cap Trustee, GCFP, or its designee,
          shall promptly appoint a successor Cap Trustee 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 Cap
          Trustee.

         

        8.  Cap
          Trustee Obligations.

         

        Whenever
          the Cap Trustee, on behalf of the Cap Trust, as a party to the Cap Agreement,
          has the option or is requested in such capacity, whether such request is
          by the
          Cap Provider, to take any action or to give any consent, approval or waiver
          that
          it is on behalf of the Cap Trust 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 Cap
          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 GCFP, or its designee, or
          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 Cap
          Trustee to the parties hereto and the NIMS Insurer, if any), the Cap Trustee
          may
          abstain from taking such action or giving such consent, approval or
          waiver.

         

        The
          Cap
          Trustee shall forward to the parties hereto and the NIMS Insurer, if any,
          on the
          Distribution Date following its receipt thereof copies of any and all notices,
          statements, reports and/or other material communications and information
          (collectively, the “Cap Reports”) that it receives in connection with the Cap
          Agreement or from the counterparty thereto.

         

        9.  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 Cap Trustee irrevocably submits
          to
          the jurisdiction of each such court in respect of any such action or proceeding.
          The Cap Trustee 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 GCFP and the NIMS Insurer, if
          any.

         

        (d)  This
          Agreement may not be assigned or transferred without the prior written
          consent
          of GCFP and the NIMS Insurer, if any; provided, however, the parties hereto
          acknowledge and agree to the assignment of the rights of GCFP, or its designee,
          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.

         

        (i)  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.

         

        10.  Third-Party
          Beneficiary. Each
          of
          the Trustee, GCFP or its designee 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. If any default occurs on the part of the Cap Provider under
          the Cap
          Agreement in the making of a payment due under the Cap Agreement or in
          any other
          obligation of the Cap Provider under the Cap Agreement, the Cap Trustee
          may and,
          upon the request of the Trustee, GCFP or its designee or the Indenture
          Trustee,
          shall take such action as may be appropriate to enforce such payment or
          performance, including the institution and prosecution of appropriate
          proceedings.

         

        11.  Cap
          Trustee and Trustee Rights.
          The Cap
          Trustee 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 Cap Trustee.

         

        The
          Trustee shall be entitled to the same rights, protections and indemnities
          afforded to the Trustee under the Pooling and Servicing Agreement as if
          specifically set forth herein with respect to the Cap Trustee.

         

        12.  Limited
          Recourse.
          It is
          expressly understood and agreed by the parties hereto that this Agreement
          is
          executed and delivered by the Trustee, not in its individual capacity but
          solely
          as Trustee under the Pooling and Servicing Agreement. Notwithstanding any
          other
          provisions of this Agreement, the obligations of the Trustee under this
          Agreement are non-recourse to the Trustee, its assets and its property,
          and
          shall be payable solely from 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.

                  not
                    in its individual capacity but solely as Cap Trustee under this
                    Agreement

                
	 
	 
	
                  By:  
                    

                	 
	 	
                  Name: 

                  Title:

                
	 	 


        

        


        


        
          	
                  GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.

                
	 
	 
	
                  By:  
                    

                	 
	 	
                  Name: 

                
	 	
                  Title: 

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          A

         

        INTEREST
          RATE CAP AGREEMENT




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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 Deutsche Bank National
        Trust
        Company, as trustee on behalf of Soundview Home Loan Trust 2007-1, Asset-Backed
        Certificates Series 2007-1, to accept the transfer of the above described
        loan
        from Seller.

       

      Seller
        agrees to indemnify Deutsche Bank National Trust Company and Financial Asset
        Securities Corp. harmless for any losses incurred by such parties resulting
        from
        the above described promissory note has been lost or misplaced.

       

      
        	
                By:

              	 
	
                 

              	 
	 	 


      

      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                ) SS:

              
	
                COUNTY
                  OF

                 

              	
                )

                 

              


      

      On
        this
        ______ day of ______________, 20_, before me, a Notary Public, in and for
        said
        County and State, appeared , who acknowledged the extension of the foregoing
        and
        who, having been duly sworn, states that any representations therein contained
        are true.

       

      Witness
        my hand and Notarial Seal this _________ day of 20__.

       

      
        	 
	 


      

      


       

      My
        commission expires __________________________.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        I

       

      FORM
        OF
        LIMITED POWER OF ATTORNEY

       

      KNOW
        ALL
        MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE,
        AS
        APPLICABLE], [a ___________________ corporation][a national banking
        organization], having its principal place of business at
        __________________________, (the “Undersigned”), pursuant to that Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial
        Asset Securities Corp. (the “Owner”), Deutsche Bank National Trust Company,
        Ocwen Loan Servicing, LLC (“Ocwen”) and Wells Fargo Bank, N.A. (“Wells Fargo”),
        hereby constitutes and appoints Ocwen, by and through Ocwen’s officers, the
        Undersigned's true and lawful Attorney-in-Fact, in the Undersigned's name,
        place
        and stead, as their interests may appear, and for the Undersigned's respective
        benefit, in connection with all Mortgage Loans serviced by Ocwen pursuant
        to the
        Pooling and Servicing Agreement, for the purpose of performing all acts and
        executing all documents in the name of the Undersigned as may be customarily
        and
        reasonably necessary and appropriate to effectuate the following enumerated
        transactions in respect of any of the mortgages, deeds of trust or security
        instrument (each a “Mortgage” or a “Deed of Trust” respectively) and promissory
        notes secured thereby (each a “Mortgage Note”) for which the Undersigned is
        acting as Servicer pursuant to the Pooling and Servicing Agreement (whether
        the
        Undersigned is named therein as mortgagee or beneficiary or has become mortgagee
        by virtue of endorsement of the Mortgage Note secured by any such Mortgage
        or
        Deed of Trust) all subject to the terms of the related Pooling and Servicing
        Agreement.

       

      This
        appointment shall apply to the following enumerated transactions
        only:

       

      1. The
        modification or re-recording of a Mortgage or Deed of Trust, where said
        modification or re-recording is for the purpose of correcting the Mortgage
        or
        Deed of Trust to conform same to the original intent of the parties thereto
        or
        to correct title errors discovered after such title insurance was issued
        and
        said modification or re-recording, in either instance, does not adversely
        affect
        the lien of the Mortgage or Deed of Trust as insured.

       

      2. The
        subordination of the lien of a Mortgage or Deed of Trust to an easement in
        favor
        of a public utility company or a governmental agency or authority thereunder
        with powers of eminent domain; this section shall include, without limitation,
        the execution of partial satisfaction/release, partial reconveyances or the
        execution of requests to trustees to accomplish same.

       

      3. The
        conveyance of the properties to the mortgage insurer, or the closing of the
        title to the property to be acquired as real estate owned, or conveyance
        of
        title to real estate owned.

       

      4. The
        completion of loan assumption agreements.

       

      5. The
        full
        satisfaction/release of a Mortgage or Deed of Trust or full reconveyance
        upon
        payment and discharge of all sums secured thereby, including, without
        limitation, cancellation of the related Mortgage Note.

       

      6. The
        assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
        in
        connection with the repurchase of the mortgage loan secured and evidenced
        thereby.

       

      7. The
        full
        assignment of a Mortgage or Deed of Trust upon payment and discharge of all
        sums
        secured thereby in conjunction with the refinancing thereof, including, without
        limitation, the assignment of the related Mortgage Note.

       

      8. With
        respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
        deed in
        lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
        or termination, cancellation or rescission of any such foreclosure, including,
        without limitation, any and all of the following acts:

       

      a) the
        substitution of trustee(s) serving under a Deed of Trust, in accordance with
        state law and the Deed of Trust;

      b) the
        preparation and issuance of statements of breach or
        non-performance;

      c) the
        preparation and filing of notices of default and/or notices of
        sale;

      d) the
        cancellation/rescission of notices of default and/or notices of
        sale;

      e) the
        taking of a deed in lieu of foreclosure; and

      f) the
        preparation and execution of such other documents and performance of such
        other
        actions as may be necessary under the terms of the Mortgage, Deed of Trust
        or
        state law to expeditiously complete said transactions in paragraphs 8(a)
        through
        8(e) above.

       

      9. The
        full
        assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant to
        a
        mortgage loan sale agreement for the sale of a loan or pool of loans, including,
        without limitation, the assignment of the related Mortgage Note.

       

      The
        Undersigned gives said Attorney-in-Fact full power and authority to execute
        such
        instruments and to do and perform all and every act and thing necessary and
        proper to carry into effect the power or powers granted by or under this
        Limited
        Power of Attorney, each subject to the terms and conditions set forth in
        the
        related Pooling and Servicing Agreement and in accordance with the standard
        of
        care applicable to the servicer in the Pooling and Servicing Agreement as
        fully
        as the undersigned might or could do, and hereby does ratify and confirm
        to all
        that said Attorney-in-Fact shall lawfully do or cause to be done by authority
        hereof. This Limited Power of Attorney shall be effective as of [SERVICING
        TRANSFER EFFECTIVE DATE].

       

      Nothing
        contained herein shall (i) limit in any manner any indemnification provided
        by
        Wells Fargo to the Owner under the Pooling and Servicing Agreement, or (ii)
        be
        construed to grant Wells Fargo the power to initiate or defend any suit,
        litigation or proceeding in the name of the Undersigned except as specifically
        provided for herein or under the Pooling and Servicing Agreement.

       

      Wells
        Fargo hereby agrees to indemnify and hold the Undersigned and its directors,
        officers, employees and agents harmless from and against any and all
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, expenses or disbursements of any kind or nature whatsoever incurred
        by
        reason or result of or in connection with the exercise by Wells Fargo of
        the
        powers granted to it hereunder. The foregoing indemnity shall survive the
        termination of this Limited Power of Attorney and the Pooling and Servicing
        Agreement or the earlier resignation or removal of the Undersigned under
        the
        Pooling and Servicing Agreement.

       

      Any
        third
        party without actual notice of fact to the contrary may rely upon the exercise
        of the power granted under this Limited Power of Attorney; and may be satisfied
        that this Limited Power of Attorney shall continue in full force and effect
        and
        has not been revoked unless an instrument of revocation has been made in
        writing
        by the undersigned, and such third party put on notice thereof. This Limited
        Power of Attorney shall be in addition to and shall not revoke or in any way
        limit the authority granted by any previous power of attorney executed by
        the
        Undersigned.

       

      IN
        WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
        Agreement, has caused its corporate seal to be hereto affixed and these presents
        to be signed and acknowledged in its name and behalf by ______________________,
        its duly elected and authorized _________________________ this ___ day of
        _________________, 2007.

       

      By:_____________________________________

      Name:
        __________________________________

      Title:
        ___________________________________

       

      Acknowledged
        and Agreed

      Wells
        Fargo Bank, N.A.

      


      By:_____________________________________

      Name:

      Title:

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        J

       

      FORM
        OF
        INVESTMENT LETTER [NON-RULE 144A]

       

      [DATE]

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attn:
        Corporate Trust Services—

      Soundview
        Home Loan Trust 2007-1

       

      
        	
                Re:

                 

              	
                Soundview
                  Home Loan Trust 2007-1,

                Asset-Backed
                  Certificates Series 2007-1

              


      

       

      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
“accredited investor,” as defined in Regulation D under the Act, and have such
        knowledge and experience in financial and business matters that we are capable
        of evaluating the merits and risks of investments in the Certificates, (c)
        we
        have had the opportunity to ask questions of and receive answers from the
        Depositor concerning the purchase of the Certificates and all matters relating
        thereto or any additional information deemed necessary to our decision to
        purchase the Certificates, (d) we are 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, (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]

              
	 
	
                Authorized
                  Officer

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      FORM
        OF
        RULE 144A INVESTMENT LETTER

       

      [DATE]

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attn:
        Corporate Trust Services—

      Soundview
        Home Loan Trust 2007-1

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2007-1,

                Asset-Backed
                  Certificates Series 2007-1

              


      

      


       

      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)
        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, (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, (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.

       

      
        	
                Very
                  truly yours,

                 

              
	
                [NAME
                  OF TRANSFEREE]

              
	 
	
                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 or Adviser

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                IF
                  AN ADVISER:

              
	 	 
	 
	
                Print
                  Name of Buyer

              
	 	 
	 	 
	
                Date:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        K

       

      FORM
        OF
        TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES

      PURSUANT
        TO SECTION 5.02(D)

       

      SOUNDVIEW
        HOME LOAN TRUST 2007-1

      ASSET-BACKED
        CERTIFICATES, SERIES 2007-1

       

      
        	
                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
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Ocwen
        Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A. as
        master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”) and Deutsche Bank National Trust Company, 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  .

       

      


      
        	
                [NAME
                  OF TRANSFEREE]

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 


      

      


      
        	
                [Corporate
                  Seal]

              
	
                ATTEST:

              
	 
	 
	
                [Assistant]
                  Secretary

              


      

       

      Personally
        appeared before me the above-named __________, known or proved to me to be
        the
        same person who executed the foregoing instrument and to be the ___________
        of
        the Transferee, and acknowledged that he executed the same as his free act
        and
        deed and the free act and deed of the Transferee.

       

      Subscribed
        and sworn before me this     
        day
        of
        
        ,
        20  .

       

      


      
        	 
	
                NOTARY
                  PUBLIC

              
	
                My
                  Commission expires the __ day

                of
                  _________, 20__

              


      

      


       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        L

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      [DATE]

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attn:
        Corporate Trust Services—

      Soundview
        Home Loan Trust 2007-1

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2007-1,

                Asset-Backed
                  Certificates Series 2007-1

              


      

      


       

      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__

       

      


      
        	
                Financial
                  Asset Securities Corp.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

                 

              	
                Wells
                  Fargo Bank, N.A.

                Sixth
                  Street and Marquette Avenue

                Minneapolis,
                  Minnesota 55479

                Attn:
                  Corporate Trust Services—

                Soundview
                  Home Loan Trust 2007-1

                 

              


      

      


      
        	
                Re:

                 

              	
                Soundview
                  Home Loan Trust 2007-1,

                Asset-Backed
                  Certificates Series 2007-1

              


      

       

      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
        Loan Trust 2007-1, Asset-Backed Certificates Series 2007-1, Class
        [C][P][R[-X]][X] (the “Certificates”), issued pursuant to a Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of February
        1, 2007 among Financial Asset Securities Corp. as depositor (the “Depositor”),
        Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Wells Fargo Bank, N.A.
        as master servicer and trust administrator (the “Master Servicer” and “Trust
        Administrator”) and Deutsche Bank National Trust Company 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.ss.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.ss. 2510.3-101.

       

      
        	
                Very
                  truly yours,

                 

              
	
                [Transferee]

                 

              
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N-1

       

      FORM
        CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K

       

      
        	
                Re:

                 

              	
                Soundview
                  Home Loan Trust, Series 2007-1

                Asset
                  Backed Certificates, Series 2007-1

              


      

      


       

      Re:  
        Soundview
        Home Loan Trust, Series 2007-1

      Asset
        Backed Certificates, Series
        2007-1         

       

      Certification

       

      I,
        [identify the certifying individual], certify that:

       

      1. I
        have
        reviewed this annual 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
        [identify issuing entity] (i.e., the name of the specific deal to which this
        certification relates rather than just the name of the Depositor)] (the
“Exchange Act periodic reports”);

       

      2. Based
        on
        my knowledge, the Exchange Act periodic reports, taken as a whole, do not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in light of the circumstances under
        which
        such statements were made, not misleading with respect to the period covered
        by
        this report;

       

      3. Based
        on
        my knowledge, all of the distribution, servicing and other information required
        to be provided under Form 10-D for the period covered by this report is included
        in the Exchange Act periodic reports;

       

      4. Based
        on
        my knowledge and 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 Pooling and Servicing Agreement
        in all material respects; 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 report on Form
        10-K.

       

      In
        giving
        the certifications above, I have reasonably relied on information provided
        to me
        by the following unaffiliated party: Deutsche Bank National Trust
        Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      WELLS
        FARGO BANK, N.A.

       

      By:____________________________________

      Name:

      Title:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N-2

       

      FORM
        CERTIFICATION TO BE

      PROVIDED
        TO MASTER SERVICER BY THE SERVICER

       

      Re:    
         Soundview
        Home Loan Trust, Series 2007-1

      Asset
        Backed Certificates, Series
        2007-1          

       

      I,
        ________________________________, the _______________________ of Wells Fargo
        Bank, N.A., certify to Financial Asset Securities Corp. and the Master Servicer,
        and their officers, with the knowledge and intent that they will rely upon
        this
        certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the Master Servicer pursuant
        to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        [the
        Agreement], and the Servicing Assessment and Attestation Report required
        to be
        provided by the Company and by any Subservicer and Subcontractor pursuant
        to the
        Agreement, have been provided to [Wells Fargo]. Any material instances of
        noncompliance described in such reports have been disclosed to [Wells Fargo].
        Any material instance of noncompliance with the Servicing Criteria has been
        disclosed in such reports.

       

      Date:

       

      By:_____________________

      Name:

       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N-3

       

      FORM
        CERTIFICATION TO BE

      PROVIDED
        TO MASTER SERVICER BY THE SERVICER

       

      Re:    
         Soundview
        Home Loan Trust, Series 2007-1

      Asset
        Backed Certificates, Series 2007-1

       

      I,
        ________________________________, the _______________________ of Ocwen Loan
        Servicing, LLC, certify to Financial Asset Securities Corp. and the Master
        Servicer, and their officers, with the knowledge and intent that they will
        rely
        upon this certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the Master Servicer pursuant
        to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        [the
        Agreement], and the Servicing Assessment and Attestation Report required
        to be
        provided by the Company and by any Subservicer and Subcontractor pursuant
        to the
        Agreement, have been provided to [Wells Fargo]. Any material instances of
        noncompliance described in such reports have been disclosed to [Wells Fargo].
        Any material instance of noncompliance with the Servicing Criteria has been
        disclosed in such reports.

       

      Date:

       

      By:_____________________

      Name:
        

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        O

       

      FORM
        OF
        INTEREST RATE CAP AGREEMENT

       

      


       

      
 

      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      


      


      


      
        	DATE:	
                February
                  28, 2007

              


      

         

      
        	TO:	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Cap
                  Trustee on behalf of the Cap Trust with respect to the Soundview
                  Home Loan
                  Trust 2007-1, Asset-Backed Certificates, Series 2007-1 

              


      

       

      
        	ATTENTION:	
                Client
                  Manager - Soundview 2007-1  

              


      

      
        	FACSIMILE:	
                410-715-2380   

              


      

      


      
        	TO:	
                The
                  Royal Bank of Scotland plc, London 

              


      

      
        	ATTENTION:	
                Melizza
                  Stotler  

              


      

      
        	FACSIMILE:	
                203-618-2580

              


      

      


      
        	FROM:	
                Derivatives
                  Documentation

              


      

      
        	TELEPHONE:	
                212-272-2711

              


      

      
        	FACSIMILE:	
                212-272-9857

              


      

      


      
        	RE:	
                Novation
                  Confirmation 

              


      

       

      
        	REFERENCE
                UMBER(S):	
                FXNEC9258-BXNE218671

              


      

      


      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
                  28, 2007

              
	 	
                Novation
                  Date:

              	
                February
                  28, 2007

              
	 	
                Novated
                  Amount:

              	
                As
                  set forth in the New Confirmation

              
	 	
                Transferor
                  1:

              	
                The
                  Royal Bank of Scotland plc

              
	 	
                Transferor
                  2:

              	
                Bear
                  Stearns Bank plc 

              
	 	
                Transferee
                  1:

              	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Cap
                  Trustee on behalf of the Cap Trust with respect to the Soundview
                  Home Loan
                  Trust 2007-1, Asset-Backed Certificates, Series 2007-1

              
	 	
                Transferee
                  2:

              	
                Bear
                  Stearns Financial Products Inc.

              
	 	
                New
                  Agreement (between Transferee 1 

                and
                  Transferee 2):

              	The
                Master Agreement as defined in the New
                Confirmation


      

       

      
        	3.	
                The
                  terms of the Old Transaction to which this Novation Confirmation
                  relates,
                  for identification purposes, are as
                  follows:

              


      

      


      
        	 	
                Trade
                  Date of Old Transaction:

              	
                February
                  23, 2007

              
	 	
                Effective
                  Date of Old Transaction:

              	
                November
                  25, 2007

              
	 	
                Termination
                  Date of Old Transaction:

              	
                February
                  25, 2012

              


      

      


      
        	4.	
                The
                  terms of the New Transactions to which this Novation Confirmation
                  relates
                  shall be as specified in the New Confirmation attached hereto as
                  Exhibit
                  A, including the Credit Support Annex attached hereto as Annex
                  A.

              


      

      


      
        	 	
                Full
                  First Calculation Period:

              	
                Applicable
                  

              


      

      


      
        	5.	
                Offices:

              


      

       

      


      
        	 	
                Transferor
                  1:

              	
                London

              
	 	
                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.
        Transferor
        1 and Transferor 2, by their respective execution of a copy of this Novation
        Confirmation, each agrees to the terms of the Novation Confirmation as it
        relates to the Old Transaction. Transferee 1 and Transferee 2, by their
        respective execution of a copy of this Novation Confirmation, each agrees
        to the
        terms of the Novation Confirmation as it relates to the New Transaction.
        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 353-1-402-6223.

       

       

      
        	
                The
                  Royal Bank of Scotland plc

                By:
                  Greenwich Capital Markets, Inc., its agent

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              	 	
                Bear
                  Stearns Bank plc

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              
	 	 	 
	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Cap
                  Trustee on behalf of the Cap Trust with respect to the Soundview
                  Home Loan
                  Trust 2007-1, Asset-Backed Certificates, Series
                  2007-1

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              	 	
                Bear
                  Stearns Financial Products Inc.

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              


      

      


      lm/er

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
 

        
          	
                  
                    


                  

                	
                  BEAR
                    STEARNS FINANCIAL PRODUCTS INC.

                  383
                    MADISON AVENUE

                  NEW
                    YORK, NEW YORK 10179

                  212-272-4009

                


        

         

        


        


        Exhibit
          A

        

          
            	
                    DATE:

                  	
                    February
                      28, 2007

                  
	
                     

                  	 
	
                    TO:

                  	
                    Wells
                      Fargo Bank, N.A., not in its individual capacity, but solely
                      as Cap
                      Trustee on behalf of the Cap Trust with respect to the Soundview
                      Home Loan
                      Trust 2007-1, Asset-Backed Certificates, Series 2007-1

                  
	
                    ATTENTION:

                  	
                    Client
                      Manager - Soundview 2007-1

                  
	
                    TELEPHONE:

                  	
                    410-884-2000

                  
	
                    FACSIMILE:

                  	
                    410-715-2380

                  
	 	 
	
                    FROM:

                  	
                    Derivatives
                      Documentation

                  
	
                    TELEPHONE:

                  	
                    212-272-2711
                      

                  
	
                    FACSIMILE:

                  	
                    212-272-9857
                      

                  
	 	 
	
                    SUBJECT:

                  	
                    Fixed
                      Income Derivatives Confirmation and Agreement 

                  
	 	 
	
                    REFERENCE
                      NUMBER:

                  	
                    FXNEC9258

                  


          

        

        
 

        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 Cap Trustee
          on
          behalf of the Cap Trust with respect to the Soundview Home Loan Trust 2007-1,
          Asset-Backed Certificates, Series 2007-1 (“Party
          B”).
          Reference is hereby made to the Pooling and Servicing Agreement, dated
          as
          of February
          1, 2007, among Financial Asset Securities Corp., as Depositor, Ocwen Loan
          Servicing, LLC., as Servicer, Wells Fargo Bank, N.A., as Master Servicer
          and
          Trust Administrator, and Deutsche Bank National Trust Company, as Trustee
          (the
“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 3 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 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 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:

        

          
            	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the amount set forth for
                      such period on
                      Schedule I attached hereto.

                  
	 	 
	
                    Trade
                      Date:

                  	
                    February
                      28, 2007

                  
	 	 
	
                    Effective
                      Date:

                  	
                    November
                      25, 2007

                  
	 	 
	
                    Termination
                      Date:

                  	
                    February
                      25, 2012, subject to adjustment in accordance with the Business
                      Day
                      Convention.

                  
	 	 
	
                    Fixed
                      Amount (Premium):

                  	
                    Inapplicable.
                      Premium has been paid under the Old Transaction.

                  
	 	 
	
                    Floating
                      Amounts:

                  	 
	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 
	
                    Cap
                      Rate:

                  	
                    5.275000%

                  
	 	 
	
                    Floating
                      Rate Payer 

                  	 
	
                    Period
                      End Dates:

                  	
                    The
                      25th calendar day of each month during the Term of this Transaction,
                      commencing December 25, 2007 and ending on the Termination
                      Date, subject
                      to adjustment in accordance with the Business Day
                      Convention.

                  
	 	 
	
                    Fixed
                      Rate Payer 

                  	 
	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Fixed Rate Payer Payment Date
                      shall be
                      one Business Day prior to each Fixed Rate Payer Period End
                      Date.

                  
	 	 
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA,
                      provided, however, that if the Floating Rate determined from
                      such Floating
                      Rate Option for any Calculation Period is greater than 9.00000%
                      then the
                      Floating Rate for such Calculation Period shall be deemed to
                      be
                      9.00000%.

                  
	 	 
	
                    Floating
                      Amount:

                  	
                    To
                      be determined in accordance with the following Formula:


                  
	 	 
	 	
                    Greater
                      of (i) Scale Factor * (Floating Rate Option - Cap Rate) * Notional
                      Amount
                      * Floating Rate Day Count Fraction; and (ii) zero.

                  
	 	 
	
                    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.

                	
                  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

                	 	
                  (i)
                    Upon execution of this Agreement, 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 the
                    initial beneficial owner of payments to Party B that eliminates
                    U.S.
                    federal withholding and backup withholding Tax on payments to
                    Party B
                    under this Agreement, and (ii) thereafter, the appropriate tax
                    certification form (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)) with
                    respect to
                    any payments received or to be received by the beneficial owner
                    of
                    payments to Party B under this Agreement from time to time.
                    

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii) in the
                    case of a tax certification form other than a Form W-9, before
                    December 31
                    of each third succeeding calendar year, (iv) promptly upon the
                    reasonable
                    demand by Party B, (v) prior to the expiration or obsolescence
                    of any
                    previously delivered form, and (vi) promptly upon the information
                    on any
                    such previously delivered form becoming inaccurate or
                    incorrect.

                


        

        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        
          	
                  Party
                    required to 

                  deliver
                    document

                	 	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	 	
                  Covered
                    by Section 3(d) Representation

                
	 	 	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	 	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, 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:

                  
	 	 
	
                    Address:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    9062
                      Old Annapolis Road

                  
	 	
                    Columbia,
                      MD 21045

                  
	
                    Attention:

                  	
                    Client
                      Manager - Soundview 2007-1

                  
	
                    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/Fitch
          First Level Downgrade.
          If an
          S&P/Fitch 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/Fitch
          Second Level Downgrade.
          If an
          S&P/Fitch 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)     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. Party B shall be the sole Affected Party
          with
          respect to such Additional Termination Event; provided, however, that
          notwithstanding anything to the contrary in Section 6(b)(iv), only Party
          B may
          designate an Early Termination Date in respect of this Additional Termination
          Event.

        


        
          	
                  (d)

                	
                  Rating
                    Agency Downgrade.  

                


        

        


        (i)         
           S&P/Fitch
          Downgrade:

        


        
          	 	
                  (1)

                	
                  In
                    the event that an S&P/Fitch 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
                    and Fitch, 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/Fitch 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 and Fitch, 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)
                    

                	
                  Bear
                    Stearns agrees and acknowledges that Financial Asset Securities
                    Corp.
                    (“Depositor”) is required under Regulation AB under the Securities Act of
                    1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as
                    amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                    financial information regarding Bear Stearns or its group of
                    affiliated
                    entities, if applicable, depending on the aggregate “significance
                    percentage” of this Agreement and any other derivative contracts between
                    Bear Stearns or its group of affiliated entities, if applicable,
                    and
                    Counterparty, as calculated from time to time in accordance with
                    Item 1115
                    of Regulation AB. 

                


        

         

        
          	 	
                  (ii)
                    

                	
                  It
                    shall be a swap/cap disclosure event (“Cap Disclosure Event”) if, on any
                    Business Day after the date hereof, Depositor requests from Bear
                    Stearns
                    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 with
                    respect to this Transaction) (the “Cap Financial
                    Disclosure”).

                


        

         

        
          	 	
                  (iii)
                    

                	
                  Upon
                    the occurrence of a Cap Disclosure Event, Bear Stearns, at its
                    own
                    expense, shall either (1)(a) (i) provide to Depositor the current
                    Cap
                    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 Cap Financial Disclosure
                    that
                    are filed with the Securities and Exchange Commission in the
                    reports of
                    the Trust filed pursuant to the Exchange Act, (b) if applicable,
                    cause its
                    outside accounting firm to provide its consent to filing or incorporation
                    by reference of such accounting firm’s report relating to their audits of
                    such current Cap Financial Disclosure in the Exchange Act Reports
                    of
                    Depositor, and (c) provide to Depositor any updated Cap Financial
                    Disclosure with respect to Bear Stearns within five days of the
                    release of
                    any such updated Swap Financial Disclosure (but in no event more
                    than 45
                    days after the end of each of Bear Stearns’s fiscal quarter for any
                    quarterly update); (2) secure another entity to replace Bear
                    Stearns as
                    party to this Agreement by way of a Permitted Transfer on terms
                    substantially similar to this Agreement, which entity (or a guarantor
                    therefore) satisfies the Rating Agency Condition and which entity
                    is able
                    to comply with the requirements of Item 1115 of Regulation AB
                    and rule
                    3-10(b) of Regulation S-X, or (3) obtain a guaranty of Bear Stearns’s
                    obligations under this Agreement from an affiliate of Bear Stearns
                    that is
                    able to comply with the financial information disclosure requirements
                    of
                    Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X,
                    and cause
                    such affiliate to provide Cap Financial Disclosure and any future
                    Cap
                    Financial Disclosure, such that disclosure provided in respect
                    of such
                    affiliate will satisfy any disclosure requirements applicable
                    to the Cap
                    Provider.

                


        

         

        (iv)      
            (a)
           Bear
          Stearns hereby agrees to indemnify and hold harmless Depositor, the respective
          present and former directors, officers, employees and agents of each of
          the
          foregoing and each person, if any, who controls Depositor within the meaning
          of
          Section 15 of the Act, or Section 20 of the Exchange Act, from and against
          any
          and all losses, claims, liabilities, damages, penalties, fines, forfeitures,
          legal fees and expenses and related costs, judgments, and any other costs,
          fees
          and expenses that any of them may sustain as and when such losses, claims,
          liabilities, damages, penalties, fines forfeitures, legal fees or expenses
          or
          related costs, judgments, or any other costs, fees or expenses are incurred,
          insofar as such losses, claims, liabilities, damages, penalties, fines
          forfeitures, legal fees or expenses or related costs, judgments, or any
          other
          costs, fees or expenses (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 Cap Financial Disclosure, or arise out of, or are based
          upon,
          the omission or alleged omission to state in the Cap Financial Disclosure
          any
          material fact required to be stated therein or necessary to make the statements
          in the Cap Financial Disclosure, as applicable, in light of the circumstances
          under which they were made, not misleading, and Bear Stearns shall reimburse
          Depositor, the present and former respective officers, directors, employees
          and
          agents of each of the foregoing and any such controlling person for any
          legal or
          other expenses reasonably incurred by it or any of them in connection with
          investigating or defending any such losses, claims, liabilities, damages,
          penalties, fines, forfeitures, legal fees or expenses or related costs,
          judgments, or any other costs, fees or expenses, as and when
          incurred.

         

        (b)
           If
          (i)
          Bear Stearns fails to provide the Cap Financial Disclosure or any required
          auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Cap
          Financial Disclosure Failure”), (ii) as a result of such Cap Financial
          Disclosure Failure an Early Termination Date is designated hereunder by
          Counterparty and (iii) such Cap Financial Disclosure Failure results in
          a
          failure by Depositor to file a report required by the Exchange Act, Bear
          Stearns
          hereby agrees to reimburse Depositor, the present and former respective
          officers, directors, employees and agents of each of the foregoing and
          any such
          controlling person for any legal or other expenses reasonably incurred
          by it or
          any of them in connection with the investigation or defense of any inquiry
          or
          investigation by the Securities and Exchange Commission resulting from
          such Cap
          Financial Disclosure Failure; provided that in no event shall Bear Stearns
          be
          required to indemnify Depositor, the present and former respective officers,
          directors, employees and agent of each of the foregoing and any such controlling
          person for any lost profit or damages with respect to this Transaction
          or any
          other transaction (whether such lost profit or damages is characterized
          as
          indirect, punitive, consequential, special damages or otherwise), even
          if at the
          time of such failure Bear Stearns is aware of the possibility of such lost
          profit or damages.

        


        
          	 	
                  (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 and Fitch. 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 Cap 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 Cap Trust and the proceeds thereof, should be insufficient
                    to satisfy
                    all claims outstanding and following the realization of the Cap
                    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 Cap 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
                    Cap 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 and
                    Fitch.

                


        

        


        
          	
                  (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 Cap
          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)

                	
                  Cap
                    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 Cap Trustee under the Pooling
                    and
                    Servicing Agreement in the exercise of the powers and authority
                    conferred
                    and invested in it thereunder; (b) Wells 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 Cap
                    Trust is made
                    and intended not as personal representations of Wells but is
                    made and
                    intended for the purpose of binding only the Cap 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 Cap Trustee and
                    the Trust
                    Administrator as its agents under the Pooling and Servicing Agreement
                    and
                    the Cap Allocation Agreement to carry out certain functions on
                    behalf of
                    Party B, and that the Cap Trustee and the Trust Administrator
                    shall be
                    entitled to give notices and to perform and satisfy the obligations
                    of
                    Party B hereunder on behalf of Party
                    B.

                


        

         

        
          	
                  (q)

                	
                  Limitation
                    on Events of Default.
                    Notwithstanding the provisions of Sections 5 and 6, if at any
                    time and so
                    long as Party B has satisfied in full all its payment obligations
                    under
                    Section 2(a)(i) and has at the time no future payment obligations,
                    whether
                    absolute or contingent, under such Section, then unless Party
                    A is
                    required pursuant to appropriate proceedings to return to Party
                    B or
                    otherwise returns to Party B upon demand of Party B any portion
                    of any
                    such payment, (a) the occurrence of an event described in Section
                    5(a)
                    with respect to Party B shall not constitute an Event of Default
                    or
                    Potential Event of Default with respect to Party B as Defaulting
                    Party and
                    (b) Party A shall be entitled to designate an Early Termination
                    Date
                    pursuant to Section 6 only as a result of the occurrence of a
                    Termination
                    Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
                    to
                    Party A as the Affected Party, or Section 5(b)(iii) with respect
                    to Party
                    A as the Burdened Party. For purposes of the Transaction to which
                    this
                    Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                    pay the Fixed Amount on the Fixed Amount Payer Payment
                    Date.

                


        

        


        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

         

        
          	
                   (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any suit, action or proceeding relating to this Agreement or
                    any Credit
                    Support Document. 

                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency - Crossborder) as published and copyrighted in
                    1992 by the
                    International Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  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 Cap Trustee
                    represents to
                    Party A on the date on which Party
                    B enters
                    into this Agreement that the Cap Trustee is executing the Agreement
                    not in
                    its individual capacity, but solely as the Cap Trustee on behalf
                    of the
                    Cap Trust.

                


        

        


        
          	
                  (w)

                	
                  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.

                


        

        


        
          	
                  (x)

                	
                  [Reserved].

                


        

        


        
          	
                  (y)

                	
                  [Reserved].

                


        

        


        (z)         
           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
          Ratings Threshold, and the Fitch Approved 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 and Fitch.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings from S&P at least equal to the S&P
          Approved Ratings Threshold and from Fitch at least equal to the Fitch 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 from Fitch at least equal to the Fitch
          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.

        


        “Fitch”
          means
          Fitch Ratings Ltd., or any successor thereto. 

        


        “Fitch
          Approved 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
          from
          Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
          Fitch of “F1”.

        


        “Fitch
          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
          from
          Fitch of “BBB-”.

        


        “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) Part 5(e), 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 and Fitch 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, the Moody’s Second Trigger
          Ratings Threshold and the Fitch Required Ratings Threshold.

        


        “S&P/Fitch”
          means
          Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto and the Fitch Approved Ratings Threshold.
          

        


        “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/Fitch
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold and the Fitch Approved 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, Moody’s and Fitch,
          to the extent that each such rating agency is then providing a rating for
          any of
          the Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
          2007-1
          (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


         

        [Remainder
          of this page intentionally left blank.]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4.           
           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, NA

                  
	
                    San
                      Francisco, CA

                  
	
                    ABA#
                      121-000-248

                  
	
                    Acct#
                      3970771416

                  
	
                    Acct
                      Name: SAS Clearing

                  
	
                    FFC:
                      50992401

                  


          

        

        


        


        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.

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        (where
          for the purposes of (i) determining Floating Amounts, all such dates subject
          to
          adjustment in 

        accordance
          with the Business Day Convention and (ii) determining Fixed Amounts, all
          such
          dates subject to 

        No
          Adjustment.)

        


        
          	
                  From
                    and including

                	 	
                  To
                    but excluding

                	 	
                  Notional
                    Amount

                  (USD)

                
	 	 	 	 	 
	
                  Effective
                    Date

                	 	
                  12/25/07

                	 	
                  765.95

                
	
                  12/25/07

                	 	
                  01/25/08

                	 	
                  723.72

                
	
                  01/25/08

                	 	
                  02/25/08

                	 	
                  1,213.58

                
	
                  02/25/08

                	 	
                  03/25/08

                	 	
                  2,559.29

                
	
                  03/25/08

                	 	
                  04/25/08

                	 	
                  2,319.58

                
	
                  04/25/08

                	 	
                  05/25/08

                	 	
                  2,817.52

                
	
                  05/25/08

                	 	
                  06/25/08

                	 	
                  2,568.97

                
	
                  06/25/08

                	 	
                  07/25/08

                	 	
                  3,850.16

                
	
                  07/25/08

                	 	
                  08/25/08

                	 	
                  6,350.85

                
	
                  08/25/08

                	 	
                  09/25/08

                	 	
                  5,808.04

                
	
                  09/25/08

                	 	
                  10/25/08

                	 	
                  7,442.23

                
	
                  10/25/08

                	 	
                  11/25/08

                	 	
                  7,445.26

                
	
                  11/25/08

                	 	
                  12/25/08

                	 	
                  10,429.37

                
	
                  12/25/08

                	 	
                  01/25/09

                	 	
                  179,827.84

                
	
                  01/25/09

                	 	
                  02/25/09

                	 	
                  323,235.53

                
	
                  02/25/09

                	 	
                  03/25/09

                	 	
                  289,799.11

                
	
                  03/25/09

                	 	
                  04/25/09

                	 	
                  260,636.92

                
	
                  04/25/09

                	 	
                  05/25/09

                	 	
                  271,102.82

                
	
                  05/25/09

                	 	
                  06/25/09

                	 	
                  291,329.69

                
	
                  06/25/09

                	 	
                  07/25/09

                	 	
                  287,883.73

                
	
                  07/25/09

                	 	
                  08/25/09

                	 	
                  275,546.40

                
	
                  08/25/09

                	 	
                  09/25/09

                	 	
                  262,571.55

                
	
                  09/25/09

                	 	
                  10/25/09

                	 	
                  250,376.49

                
	
                  10/25/09

                	 	
                  11/25/09

                	 	
                  238,628.32

                
	
                  11/25/09

                	 	
                  12/25/09

                	 	
                  227,694.66

                
	
                  12/25/09

                	 	
                  01/25/10

                	 	
                  229,689.08

                
	
                  01/25/10

                	 	
                  02/25/10

                	 	
                  231,318.90

                
	
                  02/25/10

                	 	
                  03/25/10

                	 	
                  220,881.24

                
	
                  03/25/10

                	 	
                  04/25/10

                	 	
                  210,479.52

                
	
                  04/25/10

                	 	
                  05/25/10

                	 	
                  200,567.14

                
	
                  05/25/10

                	 	
                  06/25/10

                	 	
                  191,121.11

                
	
                  06/25/10

                	 	
                  07/25/10

                	 	
                  182,119.49

                
	
                  07/25/10

                	 	
                  08/25/10

                	 	
                  173,541.39

                
	
                  08/25/10

                	 	
                  09/25/10

                	 	
                  165,366.91

                
	
                  09/25/10

                	 	
                  10/25/10

                	 	
                  157,577.08

                
	
                  10/25/10

                	 	
                  11/25/10

                	 	
                  150,153.80

                
	
                  11/25/10

                	 	
                  12/25/10

                	 	
                  143,079.85

                
	
                  12/25/10

                	 	
                  01/25/11

                	 	
                  136,402.94

                
	
                  01/25/11

                	 	
                  02/25/11

                	 	
                  130,010.46

                
	
                  02/25/11

                	 	
                  03/25/11

                	 	
                  123,990.39

                
	
                  03/25/11

                	 	
                  04/25/11

                	 	
                  118,204.72

                
	
                  04/25/11

                	 	
                  05/25/11

                	 	
                  115,954.28

                
	
                  05/25/11

                	 	
                  06/25/11

                	 	
                  116,415.06

                
	
                  06/25/11

                	 	
                  07/25/11

                	 	
                  112,031.65

                
	
                  07/25/11

                	 	
                  08/25/11

                	 	
                  106,793.97

                
	
                  08/25/11

                	 	
                  09/25/11

                	 	
                  101,739.97

                
	
                  09/25/11

                	 	
                  10/25/11

                	 	
                  96,924.73

                
	
                  10/25/11

                	 	
                  11/25/11

                	 	
                  92,336.94

                
	
                  11/25/11

                	 	
                  12/25/11

                	 	
                  87,965.92

                
	
                  12/25/11

                	 	
                  01/25/12

                	 	
                  86,641.30

                
	
                  01/25/12

                	 	
                  Termination
                    Date

                	 	
                  84,683.02

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        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 28, 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 Cap Trustee
          on
          behalf of the Cap Trust with 

        respect
          to the Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
          2007-1 (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 28, 2007, between
          Party A and Party B, Reference Number FXNEC9258.

        


        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/Fitch Credit Support Amount for such
                    Valuation Date exceeds (b) the S&P/Fitch 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/Fitch Value as of such Valuation Date of
                    all Posted Credit Support held by the Secured Party exceeds (b)
                    the
                    S&P/Fitch 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/Fitch 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 the Certificates
                    and the
                    aggregate principal balance of the 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/Fitch 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/Fitch 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: Trust
          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 not Transfer such Distributions to Party A but, rather, such Distributions
          will constitute Posted Collateral and will be subject to the security interest
          granted under Paragraph 2.” 

         

        
          	(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: at the address designated in writing from time to
          time.

         

        
          	(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:

         

        Wells
          Fargo Bank, NA

        San
          Francisco, CA

        ABA#
          121-000-248

        Acct#
          3970771416

        Acct
          Name: SAS Clearing

        FFC:
          50992406

        


        
          	(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/Fitch 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/Fitch 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/Fitch 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/Fitch 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/Fitch
                    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/Fitch 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/Fitch 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/Fitch 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/Fitch
                    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/Fitch
          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/Fitch Approved Ratings
                    Downgrade Event has occurred and been continuing for at least
                    30 days or
                    (ii) a S&P/Fitch 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/Fitch
          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/Fitch 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/Fitch 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/Fitch 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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        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
        P

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      **SEND
        TO WELLS FARGO VIA FAX TO 410-715-2380 AND VIA EMAIL TO
        cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
        IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
        BELOW**

      


       

      Wells
        Fargo Bank, N.A. as Securities Administrator 

      Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06080

      Attn:
        Corporate Trust Services - Soundview Home Loan Trust 2007-1-SEC REPORT
        PROCESSING

       

      RE:
        **Additional Form [   ] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [   ] of the Pooling and Servicing Agreement,
        dated as of February 1, 2007, among the Depositor, Ocwen Loan Servicing,
        LLC as
        servicer (the “Servicer”), Wells Fargo Bank, N.A. as master servicer and trust
        administrator (the “Master Servicer” and “Trust Administrator”), and Deutsche
        Bank National Trust Company, 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 [   ].

       

      Description
        of Additional Form [   ] Disclosure:

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [   ]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [   ],
        phone number: [   ]; email address: [   ].

       

      [NAME
        OF
        PARTY]

      as
        [role]

       

      By:
        ______________________________

      Name:

      Title: 

       

      


      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        Q

       

      FORM
        OF
        INTEREST RATE SWAP AGREEMENT

      


       

      
         

        
          	
                  


                	
                  BEAR
                    STEARNS FINANCIAL PRODUCTS INC.

                  383
                    MADISON AVENUE

                  NEW
                    YORK, NEW YORK 10179

                  212-272-4009

                


        

         

        
          
            	
                    DATE:

                  	
                    February
                      28, 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 Soundview Home Loan Trust 2007-1,
                      Asset-Backed
                      Certificates, Series 2007-1

                  
	
                    ATTENTION:

                  	
                    Client
                      Manager - Soundview 2007-1

                  
	
                    FACSIMILE:

                  	
                    410-715-2380

                  
	 	 
	
                    TO:

                  	
                    The
                      Royal Bank of Scotland plc, London

                  
	
                    ATTENTION:

                  	
                    Melizza
                      Stotler

                  
	
                    FACSIMILE:

                  	
                    203-618-2580

                  
	 	 
	
                    FROM:

                  	
                    Derivatives
                      Documentation

                  
	
                    TELEPHONE:

                  	
                    212-272-2711

                  
	
                    FACSIMILE:
                      

                  	
                    212-272-9857

                  
	 	 
	
                    RE:
                      

                  	
                    Novation
                      Confirmation

                  
	 	 
	
                    REFERENCE
                      NUMBER(S):

                  	
                    FXNEC9255-BXNE218637

                  


          

 

        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
                    28, 2007

                
	 	
                  Novation
                    Date:

                	
                  February
                    28, 2007

                
	 	
                  Novated
                    Amount:

                	
                  As
                    set forth in the New Confirmation

                
	 	
                  Transferor
                    1:

                	
                  The
                    Royal Bank of Scotland plc

                
	 	
                  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 Soundview Home Loan Trust 2007-1, Asset-Backed
                    Certificates, Series 2007-1

                
	 	
                  Transferee
                    2:

                	
                  Bear
                    Stearns Financial Products Inc.

                
	 	
                  New
                    Agreement (between Transferee 1 

                  and
                    Transferee 2):

                	
                  The
                    Master Agreement as defined in the New Confirmation

                
	
                	
                   

                


        

        


        


        3.  
            The
          terms
          of the Old Transaction to which this Novation Confirmation relates, for
          identification purposes, are as follows:

        


        
          	 	
                  Trade
                    Date of Old Transaction:

                	
                  February
                    23, 2007

                
	 	
                  Effective
                    Date of Old Transaction:

                	
                  November
                    25, 2007

                
	 	
                  Termination
                    Date of Old Transaction:

                	
                  February
                    25, 2012

                


        

        


        4.    The
          terms
          of the New Transactions to which this Novation Confirmation relates shall
          be as
          specified in the New Confirmation attached hereto as Exhibit A, including
          the
          Credit Support Annex attached hereto as Annex A.

        


        
          	 	
                  Full
                    First Calculation Period:

                	
                  Applicable
                    

                


        

        


        5.   
           Offices:

         

        


        
          	 	
                  Transferor
                    1:

                	
                  London

                
	 	
                  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.
          Transferor
          1 and Transferor 2, by their respective execution of a copy of this Novation
          Confirmation, each agrees to the terms of the Novation Confirmation as
          it
          relates to the Old Transaction. Transferee 1 and Transferee 2, by their
          respective execution of a copy of this Novation Confirmation, each agrees
          to the
          terms of the Novation Confirmation as it relates to the New Transaction.
          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 353-1-402-6223.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  The
                    Royal Bank of Scotland plc 

                  By:
                    Greenwich Capital Markets, Inc., its agent

                	 	Bear Stearns
                  Bank
                  plc
	 	 	 
	By: _____________________________	 	By:
                  _____________________________
	
                  Name:

                  Title:

                  Date:

                	 	
                  Name:

                  Title:

                  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 Soundview Home Loan Trust 2007-1, Asset-Backed
                    Certificates, Series 2007-1

                	 	
                  Bear
                    Stearns Financial Products Inc.

                
	 	 	 
	By: _____________________________	 	By:
                  _____________________________
	
                  Name:

                  Title:

                  Date

                	 	
                  Name:

                  Title:

                  Date

                
	 	 	 
	lm/er 	 	 


        

         

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
         

         

        
          	
                  


                	
                  BEAR
                    STEARNS FINANCIAL PRODUCTS INC.

                  383
                    MADISON AVENUE

                  NEW
                    YORK, NEW YORK 10179

                  212-272-4009

                


        

        
 

        Exhibit
          A

        


        

          
            	
                    DATE:

                  	
                    February
                      28, 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 Soundview Home Loan Trust 2007-1,
                      Asset-Backed
                      Certificates, Series 2007-1

                  
	
                    ATTENTION:

                  	
                    Client
                      Manager - Soundview 2007-1

                  
	
                    TELEPHONE:

                  	
                    410-884-2000

                  
	
                    FACSIMILE:

                  	
                    410-715-2380

                  
	 	 
	
                    FROM:

                  	
                    Derivatives
                      Documentation

                  
	
                    TELEPHONE:

                  	
                    212-272-2711
                      

                  
	
                    FACSIMILE:
                      

                  	
                    212-272-9857
                      

                  
	 	 
	
                    SUBJECT:

                  	
                    Fixed
                      Income Derivatives Confirmation and Agreement 

                  
	 	 
	
                    REFERENCE
                      NUMBER:

                  	
                    FXNEC9255

                  


          



        


        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 Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
          2007-1 (“Party
          B”).
          Reference is hereby made to the Pooling and Servicing Agreement, dated
          as
          of February
          1, 2007, among Financial Asset Securities Corp., as Depositor, Ocwen Loan
          Servicing, LLC., as Servicer, Wells Fargo Bank, N.A., as Master Servicer
          and
          Trust Administrator, and Deutsche Bank National Trust Company, as Trustee
          (the
“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 3 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 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 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:

         

        
          
            	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the amount set forth for
                      such period on
                      Schedule I attached hereto.

                  
	 	 
	
                    Trade
                      Date:

                  	
                    February
                      28, 2007

                  
	 	 
	
                    Termination
                      Date:

                  	
                    February
                      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
                      Amount:

                  	 
	 	 
	
                    Fixed
                      Rate Payer:

                  	
                    Party
                      B

                  
	 	 
	
                    Effective
                      Date:

                  	
                    November
                      25, 2007

                  
	 	 
	
                    Fixed
                      Rate Payer

                  	 
	
                    Period
                      End Dates:

                  	
                    The
                      25th calendar day of each month during the Term of this Transaction,
                      commencing December 25, 2007 and ending on the Termination
                      Date, with No
                      Adjustment.

                  
	 	 
	
                    Fixed
                      Rate Payer

                  	 
	
                    Payment
                      Date:

                  	
                    Early
                      Payment shall be applicable. The Fixed Rate Payer Payment Date
                      shall be
                      one Business Day prior to each Fixed Rate Payer Period End
                      Date.

                  
	 	 
	
                    Fixed
                      Rate:

                  	
                    5.27500%

                  
	 	 
	
                    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

                  
	 	 
	
                    Effective
                      Date:

                  	
                    November
                      26, 2007

                  
	 	 
	
                    Floating
                      Rate Payer 

                  	 
	
                    Period
                      End Dates:

                  	
                    The
                      25th calendar day of each month during the Term of this Transaction,
                      commencing December 25, 2007 and ending on the Termination
                      Date, subject
                      to adjustment in accordance with the Business Day
                      Convention.

                  
	 	 
	
                    Floating
                      Rate Payer 

                  	 
	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Fixed Rate Payer Payment Date
                      shall be
                      one Business Day prior to each Fixed Rate Payer Period End
                      Date.

                  
	
                     

                  	 
	
                    Floating
                      Rate for initial

                  	 
	
                    Calculation
                      Period:

                  	
                    To
                      be determined.

                  
	 	 
	 	 
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 
	
                    Floating
                      Amount:

                  	
                    To
                      be determined in accordance with the following formula:


                  
	 	 
	 	
                    Scale
                      Factor * Floating Rate * Notional Amount * Floating Rate Day
                      Count
                      Fraction.

                  
	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  
	 	 
	
                    Spread:

                  	
                    None

                  
	 	 
	
                    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.

                	
                  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

                	 	
                  (i)
                    Upon execution of this Agreement, 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 the
                    initial beneficial owner of payments to Party B that eliminates
                    U.S.
                    federal withholding and backup withholding Tax on payments to
                    Party B
                    under this Agreement, and (ii) thereafter, the appropriate tax
                    certification form (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)) with
                    respect to
                    any payments received or to be received by the beneficial owner
                    of
                    payments to Party B under this Agreement from time to time.
                    

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii) in the
                    case of a tax certification form other than a Form W-9, before
                    December 31
                    of each third succeeding calendar year, (iv) promptly upon the
                    reasonable
                    demand by Party B, (v) prior to the expiration or obsolescence
                    of any
                    previously delivered form, and (vi) promptly upon the information
                    on any
                    such previously delivered form becoming inaccurate or
                    incorrect.

                


        

        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        
          	
                  Party
                    required to 

                  deliver
                    document

                	 	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	 	
                  Covered
                    by Section 3(d) Representation

                
	 	 	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	 	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, 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:

                  
	 	 
	
                    Address:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	
                     

                  	
                    9062
                      Old Annapolis Road

                  
	
                     

                  	
                    Columbia,
                      MD 21045 

                  
	
                    Attention:

                  	
                    Client
                      Manager - Soundview 2007-1

                  
	
                    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/Fitch
          First Level Downgrade.
          If an
          S&P/Fitch 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/Fitch
          Second Level Downgrade.
          If an
          S&P/Fitch 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)   
           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.

        


        (vii)  
           [Reserved].

        


        (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/Fitch
          Downgrade:

        


        
          	 	
                  (1)

                	
                  In
                    the event that an S&P/Fitch 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
                    and Fitch, 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/Fitch 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 and Fitch, 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)
                    

                	
                  Bear
                    Stearns agrees and acknowledges that Financial Asset Securities
                    Corp.
                    (“Depositor”) is required under Regulation AB under the Securities Act of
                    1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as
                    amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                    financial information regarding Bear Stearns or its group of
                    affiliated
                    entities, if applicable, depending on the aggregate “significance
                    percentage” of this Agreement and any other derivative contracts between
                    Bear Stearns or its group of affiliated entities, if applicable,
                    and
                    Counterparty, as calculated from time to time in accordance with
                    Item 1115
                    of Regulation AB. 

                


        

         

        
          	 	
                  (ii)
                    

                	
                  It
                    shall be a swap/cap disclosure event (“Swap Disclosure Event”) if, on any
                    Business Day after the date hereof, Depositor requests from Bear
                    Stearns
                    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 with
                    respect to this Transaction) (the “Swap Financial
                    Disclosure”).

                


        

         

        
          	 	
                  (iii)
                    

                	
                  Upon
                    the occurrence of a Swap Disclosure Event, Bear Stearns, at its
                    own
                    expense, shall either (1)(a) (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
                    reports of
                    the Trust filed pursuant to the Exchange Act, (b) if applicable,
                    cause its
                    outside accounting firm to provide its consent to filing or incorporation
                    by reference of such accounting firm’s report relating to their audits of
                    such current Swap Financial Disclosure in the Exchange Act Reports
                    of
                    Depositor, and (c) provide to Depositor any updated Swap Financial
                    Disclosure with respect to Bear Stearns within five days of the
                    release of
                    any such updated Swap Financial Disclosure (but in no event more
                    than 45
                    days after the end of each of Bear Stearns’s fiscal quarter for any
                    quarterly update); (2) secure another entity to replace Bear
                    Stearns as
                    party to this Agreement by way of a Permitted Transfer on terms
                    substantially similar to this Agreement, which entity (or a guarantor
                    therefore) satisfies the Rating Agency Condition and which entity
                    is able
                    to comply with the requirements of Item 1115 of Regulation AB
                    and rule
                    3-10(b) of Regulation S-X, or (3) obtain a guaranty of Bear Stearns’s
                    obligations under this Agreement from an affiliate of Bear Stearns
                    that is
                    able to comply with the financial information disclosure requirements
                    of
                    Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X,
                    and cause
                    such affiliate to provide Swap Financial Disclosure and any future
                    Swap
                    Financial Disclosure, such that disclosure provided in respect
                    of such
                    affiliate will satisfy any disclosure requirements applicable
                    to the Swap
                    Provider.

                


        

         

        
          	 	
                  (iv)
                    

                	
                  (a)
                    Bear Stearns hereby agrees to indemnify and hold harmless Depositor,
                    the
                    respective present and former directors, officers, employees
                    and agents of
                    each of the foregoing and each person, if any, who controls Depositor
                    within the meaning of Section 15 of the Act, or Section 20 of
                    the Exchange
                    Act, from and against any and all losses, claims, liabilities,
                    damages,
                    penalties, fines, forfeitures, legal fees and expenses and related
                    costs,
                    judgments, and any other costs, fees and expenses that any of
                    them may
                    sustain as and when such losses, claims, liabilities, damages,
                    penalties,
                    fines forfeitures, legal fees or expenses or related costs, judgments,
                    or
                    any other costs, fees or expenses are incurred, insofar as such
                    losses,
                    claims, liabilities, damages, penalties, fines forfeitures, legal
                    fees or
                    expenses or related costs, judgments, or any other costs, fees
                    or expenses
                    (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 Swap Financial Disclosure, or arise out of, or are based
                    upon, the
                    omission or alleged omission to state in the Swap Financial Disclosure
                    any
                    material fact required to be stated therein or necessary to make
                    the
                    statements in the Swap Financial Disclosure, as applicable, in
                    light of
                    the circumstances under which they were made, not misleading,
                    and Bear
                    Stearns shall reimburse Depositor, the present and former respective
                    officers, directors, employees and agents of each of the foregoing
                    and any
                    such controlling person for any legal or other expenses reasonably
                    incurred by it or any of them in connection with investigating
                    or
                    defending any such losses, claims, liabilities, damages, penalties,
                    fines,
                    forfeitures, legal fees or expenses or related costs, judgments,
                    or any
                    other costs, fees or expenses, as and when
                    incurred.

                


        

         

        (b)
          If
          (i) Bear Stearns fails to provide the Swap Financial Disclosure or any
          required
          auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Swap
          Financial Disclosure Failure”), (ii) as a result of such Swap Financial
          Disclosure Failure an Early Termination Date is designated hereunder by
          Counterparty and (iii) such Swap Financial Disclosure Failure results in
          a
          failure by Depositor to file a report required by the Exchange Act, Bear
          Stearns
          hereby agrees to reimburse Depositor, the present and former respective
          officers, directors, employees and agents of each of the foregoing and
          any such
          controlling person for any legal or other expenses reasonably incurred
          by it or
          any of them in connection with the investigation or defense of any inquiry
          or
          investigation by the Securities and Exchange Commission resulting from
          such Swap
          Financial Disclosure Failure; provided that in no event shall Bear Stearns
          be
          required to indemnify Depositor, the present and former respective officers,
          directors, employees and agent of each of the foregoing and any such controlling
          person for any lost profit or damages with respect to this Transaction
          or any
          other transaction (whether such lost profit or damages is characterized
          as
          indirect, punitive, consequential, special damages or otherwise), even
          if at the
          time of such failure Bear Stearns is aware of the possibility of such lost
          profit or damages.

         

        
          	 	
                  (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 and Fitch. 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 and
                    Fitch.

                


        

        


        
          	
                  (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) Wells
                    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 Trust 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 Trust Administrator shall be entitled to give
                    notices and
                    to perform and satisfy the obligations of Party B hereunder on
                    behalf of
                    Party B.

                


        

         

        
          	
                  (q)

                	
                  [Reserved].

                


        

        


        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

         

        
          	
                   (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any suit, action or proceeding relating to this Agreement or
                    any Credit
                    Support Document. 

                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency - Crossborder) as published and copyrighted in
                    1992 by the
                    International Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  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.

                


        

        


        
          	
                  (w)

                	
                  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.

                


        

        


        
          	
                  (x)

                	
                  [Reserved].

                


        

        


        
          	
                  (y)

                	
                  [Reserved].

                


        

        


        (z)         
           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
          Ratings Threshold, and the Fitch Approved 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 and Fitch.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings from S&P at least equal to the S&P
          Approved Ratings Threshold and from Fitch at least equal to the Fitch 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 from Fitch at least equal to the Fitch
          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.

        


        “Fitch”
          means
          Fitch Ratings Ltd., or any successor thereto. 

        


        “Fitch
          Approved 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
          from
          Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
          Fitch of “F1”.

        


        “Fitch
          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
          from
          Fitch of “BBB-”.

        


        “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) Part 5(e), 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 and Fitch 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, the Moody’s Second Trigger
          Ratings Threshold and the Fitch Required Ratings Threshold.

        


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

        


        “S&P/Fitch
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Approved Ratings Threshold and the Fitch 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/Fitch
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold and the Fitch 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, Moody’s and Fitch,
          to the extent that each such rating agency is then providing a rating for
          any of
          the Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
          2007-1
          (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


         

        [Remainder
          of this page intentionally left blank.]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4.          
           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, NA

                  
	
                    San
                      Francisco, CA

                  
	
                    ABA#
                      121-000-248

                  
	
                    Acct#
                      3970771416

                  
	
                    Acct
                      Name: SAS Clearing

                  
	
                    FFC:
                      50992402

                  


          



        


        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.

         

         

        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        SCHEDULE
          I

        (where
          for the purposes of (i) determining Floating Amounts, all such dates subject
          to
          adjustment in 

        accordance
          with the Business Day Convention and (ii) determining Fixed Amounts, all
          such
          dates subject to 

        No
          Adjustment.)

        


        
          	
                  From
                    and including

                	 	
                  To
                    but excluding

                	 	
                  Notional
                    Amount

                  (USD)

                
	 	 	 	 	 
	
                  Effective
                    Date

                	 	
                  12/25/07
                    

                	 	
                  2,022,196.49
                    

                
	
                  12/25/07
                    

                	 	
                  01/25/08
                    

                	 	
                  1,954,307.21
                    

                
	
                  01/25/08
                    

                	 	
                  02/25/08
                    

                	 	
                  1,886,367.09
                    

                
	
                  02/25/08
                    

                	 	
                  03/25/08
                    

                	 	
                  1,819,539.43
                    

                
	
                  03/25/08
                    

                	 	
                  04/25/08
                    

                	 	
                  1,756,322.27
                    

                
	
                  04/25/08
                    

                	 	
                  05/25/08
                    

                	 	
                  1,687,565.51
                    

                
	
                  05/25/08
                    

                	 	
                  06/25/08
                    

                	 	
                  1,613,926.31
                    

                
	
                  06/25/08
                    

                	 	
                  07/25/08
                    

                	 	
                  1,540,862.69
                    

                
	
                  07/25/08
                    

                	 	
                  08/25/08
                    

                	 	
                  1,470,693.66
                    

                
	
                  08/25/08
                    

                	 	
                  09/25/08
                    

                	 	
                  1,411,632.72
                    

                
	
                  09/25/08
                    

                	 	
                  10/25/08
                    

                	 	
                  1,358,282.82
                    

                
	
                  10/25/08
                    

                	 	
                  11/25/08
                    

                	 	
                  1,310,024.40
                    

                
	
                  11/25/08
                    

                	 	
                  12/25/08
                    

                	 	
                  1,260,508.27
                    

                
	
                  12/25/08
                    

                	 	
                  01/25/09
                    

                	 	
                  1,029,112.93
                    

                
	
                  01/25/09
                    

                	 	
                  02/25/09
                    

                	 	
                  811,855.10
                    

                
	
                  02/25/09
                    

                	 	
                  03/25/09
                    

                	 	
                  777,641.28
                    

                
	
                  03/25/09
                    

                	 	
                  04/25/09
                    

                	 	
                  744,940.47
                    

                
	
                  04/25/09
                    

                	 	
                  05/25/09
                    

                	 	
                  687,171.74
                    

                
	
                  05/25/09
                    

                	 	
                  06/25/09
                    

                	 	
                  631,667.32
                    

                
	
                  06/25/09
                    

                	 	
                  07/25/09
                    

                	 	
                  601,259.97
                    

                
	
                  07/25/09
                    

                	 	
                  08/25/09
                    

                	 	
                  581,058.02
                    

                
	
                  08/25/09
                    

                	 	
                  09/25/09
                    

                	 	
                  562,753.10
                    

                
	
                  09/25/09
                    

                	 	
                  10/25/09
                    

                	 	
                  544,876.51
                    

                
	
                  10/25/09
                    

                	 	
                  11/25/09
                    

                	 	
                  527,711.96
                    

                
	
                  11/25/09
                    

                	 	
                  12/25/09
                    

                	 	
                  510,844.70
                    

                
	
                  12/25/09
                    

                	 	
                  01/25/10
                    

                	 	
                  482,116.10
                    

                
	
                  01/25/10
                    

                	 	
                  02/25/10
                    

                	 	
                  454,777.00
                    

                
	
                  02/25/10
                    

                	 	
                  03/25/10
                    

                	 	
                  440,488.87
                    

                
	
                  03/25/10
                    

                	 	
                  04/25/10
                    

                	 	
                  427,107.02
                    

                
	
                  04/25/10
                    

                	 	
                  05/25/10
                    

                	 	
                  414,140.13
                    

                
	
                  05/25/10
                    

                	 	
                  06/25/10
                    

                	 	
                  401,574.87
                    

                
	
                  06/25/10
                    

                	 	
                  07/25/10
                    

                	 	
                  389,398.39
                    

                
	
                  07/25/10
                    

                	 	
                  08/25/10
                    

                	 	
                  377,598.23
                    

                
	
                  08/25/10
                    

                	 	
                  09/25/10
                    

                	 	
                  366,162.37
                    

                
	
                  09/25/10
                    

                	 	
                  10/25/10
                    

                	 	
                  355,079.19
                    

                
	
                  10/25/10
                    

                	 	
                  11/25/10
                    

                	 	
                  344,337.47
                    

                
	
                  11/25/10
                    

                	 	
                  12/25/10
                    

                	 	
                  333,926.34
                    

                
	
                  12/25/10
                    

                	 	
                  01/25/11
                    

                	 	
                  323,771.16
                    

                
	
                  01/25/11
                    

                	 	
                  02/25/11
                    

                	 	
                  313,958.50
                    

                
	
                  02/25/11
                    

                	 	
                  03/25/11
                    

                	 	
                  304,375.94
                    

                
	
                  03/25/11
                    

                	 	
                  04/25/11
                    

                	 	
                  295,137.50
                    

                
	
                  04/25/11
                    

                	 	
                  05/25/11
                    

                	 	
                  282,919.30
                    

                
	
                  05/25/11
                    

                	 	
                  06/25/11
                    

                	 	
                  268,516.82
                    

                
	
                  06/25/11
                    

                	 	
                  07/25/11
                    

                	 	
                  259,463.07
                    

                
	
                  07/25/11
                    

                	 	
                  08/25/11
                    

                	 	
                  251,756.14
                    

                
	
                  08/25/11
                    

                	 	
                  09/25/11
                    

                	 	
                  244,333.66
                    

                
	
                  09/25/11
                    

                	 	
                  10/25/11
                    

                	 	
                  237,130.06
                    

                
	
                  10/25/11
                    

                	 	
                  11/25/11
                    

                	 	
                  230,135.87
                    

                
	
                  11/25/11
                    

                	 	
                  12/25/11
                    

                	 	
                  223,336.16
                    

                
	
                  12/25/11
                    

                	 	
                  01/25/12
                    

                	 	
                  213,894.96
                    

                
	
                  01/25/12
                    

                	 	
                  Termination
                    Date

                	 	
                  205,470.68
                    

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        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 28, 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 Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
            2007-1 

          (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 28, 2007, between
            Party A and Party B, Reference Number FXNEC9255.

          


           

          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/Fitch Credit Support Amount for such
                          Valuation Date exceeds (b) the S&P/Fitch 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/Fitch Value as of such Valuation Date of
                      all Posted Credit Support held by the Secured Party exceeds
                      (b) the
                      S&P/Fitch 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/Fitch 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 the Certificates
                      and the
                      aggregate principal balance of the 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/Fitch 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/Fitch 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: The
            Trust
            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 not Transfer such Distributions to Party A but, rather, such Distributions
            will constitute Posted Collateral and will be subject to the security
            interest
            granted under Paragraph 2. ” 

           

          
            	
                  	(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: at the address designated in writing from time to
            time.

           

          
            	(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:

           

          Wells
            Fargo Bank, NA

          San
            Francisco, CA

          ABA#
            121-000-248

          Acct#
            3970771416

          Acct
            Name: SAS Clearing

          FFC:
            50992407

          


          
            	(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/Fitch 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/Fitch 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/Fitch 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/Fitch 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/Fitch
                      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/Fitch 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/Fitch 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/Fitch 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/Fitch
                      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/Fitch
            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/Fitch Approved Ratings
                      Downgrade Event has occurred and been continuing for at least
                      30 days or
                      (ii) a S&P/Fitch 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/Fitch
            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/Fitch 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/Fitch 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/Fitch 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%

                  


          

          


           

          


           

           

          [Remainder
            of this page intentionally left blank]

           


          SCHEDULE
            A

           

          ELIGIBLE
            COLLATERAL

           

          


           

          
            	
                     

                    ISDA
                      Collateral Asset Definition(ICAD)
                      Code

                  	
                    Remaining
                      Maturity in Years

                  	
                    S&P
                      

                    Valuation
                      

                    Percentage

                  	
                    Moody’s

                    First
                      Trigger ValuationPercentage

                  	
                    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
        R-1

      


      


      FORM
        OF DELINQUENCY REPORT

      


      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

              	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted. 

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	
                The
                  date an REO property is listed at a particular price.

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	
                The
                  date the REO sale of the property is scheduled to close.

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	
                 The
                  current "as is" value of the property based on brokers price opinion
                  or
                  appraisal.

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

              	
                The
                  circumstances which caused a borrower to stop paying on a loan.
                  Code
                  indicates the reason why the loan is in default for this
                  cycle.

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              


      

       

       

       

       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

      
        	·  	
                ASUM-Approved
                  Assumption

              


      

       

      
        	·  	
                BAP-Borrower
                  Assistance Program

              


      

       

      
        	·  	
                CO-
                  Charge Off

              


      

       

      
        	·  	
                DIL-
                  Deed-in-Lieu

              


      

       

      
        	·  	
                FFA-
                  Formal Forbearance Agreement

              


      

       

      
        	·  	
                MOD-
                  Loan Modification

              


      

       

      
        	·  	
                PRE-
                  Pre-Sale

              


      

       

      
        	·  	
                SS-
                  Short Sale

              


      

       

      
        	·  	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

       

      NOTE:
        Wells
        Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

       

      The
        Occupant
        Code
        field
        should show the current status of the property code as follows:

       

      
        	·  	
                Mortgagor

              


      

       

      
        	·  	
                Tenant

              


      

       

      
        	·  	
                Unknown
                  

              


      

       

      
        	·  	
                Vacant

              


      

       

      The
        Property
        Condition
        field
        should show the last reported condition of the property as follows:


       

      
        	·  	
                Damaged

              


      

       

      
        	·  	
                Excellent

              


      

       

      
        	·  	
                Fair

              


      

       

      
        	·  	
                Gone

              


      

       

      
        	·  	
                Good

              


      

       

      
        	·  	
                Poor

              


      

       

      
        	·  	
                Special
                  Hazard

              


      

       

      
        	·  	
                Unknown

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

      The
        FNMA
        Delinquent Reason Code
        field
        should show the Reason for Delinquency as follows: 

      

        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

      

      
 

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued


       

      The
        FNMA
        Delinquent Status Code
        field
        should show the Status of Default as follows: 

      

        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

      

      


      
 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        R-2 

      


      FORM
        OF MONTHLY REMITTANCE ADVICE

      


       

      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        R-3 

      


      FORM
        OF REALIZED LOSS REPORT

      


      Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

       

      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        

      


      The
        numbers on the 332 form correspond with the numbers listed below.

      


      Liquidation
        and Acquisition Expenses:

       

      1.         
         The
        Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

      2.         
         The
        Total
        Interest Due less the aggregate amount of servicing fee that would have been
        earned if all delinquent payments had been made as agreed. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

      3.        
          Accrued
        Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
        Loan
        as calculated on a monthly basis. For documentation, an Amortization Schedule
        from date of default through liquidation breaking out the net interest and
        servicing fees advanced is required.

       

      4-12.    
         Complete
        as applicable. Required documentation:

       

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period of coverage, base tax, interest, penalty. Advances prior to
        default require evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history  (to
        calculate advances from last positive escrow balance forward)

       

      *
        Other
        expenses -  copies of corporate advance history showing all payments


       

      *
        REO
        repairs > $1500 require explanation

       

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

       

      *
        Short
        Sale or Charge Off require P&L supporting the decision and WFB’s approved
        Servicing Officer Certification 

       

      *
        Unusual
        or extraordinary items may require further documentation. 

       

      13.  The
        total
        of lines 1 through 12.

       

      Credits:
        

       

      14-21.  
         Complete
        as applicable. Required documentation:

       

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd
        Party
        Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
        Breakdown.

       

      *
        Copy of
        EOB for any MI or gov't guarantee 

       

      *
        All
        other credits need to be clearly defined on the 332
        form      
     

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain):

       

      23.       
         The
        total
        derived from subtracting line 22 from 13. If the amount represents a realized
        gain, show
        the
        amount in parenthesis ( ). 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      Exhibit
        3A: Calculation
        of Realized Loss/Gain Form 332

       

      
         

        Prepared
          by: __________________   Date:
          _____________________

        Phone:
          ______________________           
Email Address:_____________________


         

        
          	
                   
                    Servicer Loan No.

                	 	
                   
                    Servicer Name

                	 	
                   
                    Servicer Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._________________________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  
Short
          Sale 
Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes                            
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          ________________________________________

         

        Liquidation
          and Acquisition Expenses:

        

          
            	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	
                    $
                      _______________

                  	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	
                    ________________

                  	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	
                    ________________

                  	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	
                    ________________

                  	
                    (4)

                  
	
                    (5)

                  	
                    Taxes
                      (see page 2)

                  	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	
                    ________________

                  	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	
                    ________________

                  	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	
                    ________________

                  	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	
                    ________________

                  	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	
                    ________________

                  	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	
                    $________________

                  	
                    (12)

                  
	
                    Cash
                      for Keys__________________________

                  	 	
                    ________________

                  	 
	
                    HOA/Condo
                      Fees_______________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    Total
                      Expenses

                  	 	
                    $
                      _______________

                  	
                    (13)

                  
	
                    Credits:

                  	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	
                    $
                      _______________

                  	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	
                    ________________

                  	
                    (15)

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	
                    ________________

                  	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	
                    ________________

                  	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance / Gov’t Insurance

                  	
                    ________________

                  	
                    (18a)

                  
	 	
                    HUD
                      Part A

                  	 	 
	 	
                    HUD
                      Part B

                  	
                    ________________

                  	
                    (18b)

                  
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	
                    ________________

                  	
                    (21)

                  
	
                    _________________________________________

                  	 	
                    _________________

                  	 
	
                    _________________________________________

                  	
                     

                  	
                    _________________

                  	 
	
                    Total
                      Credits

                  	
                     $________________

                  	
                     

                  	
                    (22)

                  
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	
                     $________________

                  	
                     

                  	
                    (23)

                  


          

          
 

          
 

          
            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          


        

      

      Escrow
        Disbursement Detail

      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        S

       

      SERVICING
        CRITERIA

      


      Definitions

      Primary
        Servicer - transaction party having borrower contact

      Master
        Servicer - aggregator of pool assets

      Securities
        Administrator - waterfall calculator (may be the Trustee, or may be the Master
        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

      Credit
        Risk Manager - the party providing oversight of the Servicer

      


      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

              	
                Master
                  Servicer

              	
                Trust
                  Admin.

              	
                Trustee/

                Custodian

              
	 	
                General
                  Servicing Considerations

              	 	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                X

              	
                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

              	 	 
	
                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

              	 	 	 
	
                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

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	 	 	
                X

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	 	 	
                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 Trust
        Administrator pursuant to Section 4.07(a)(iv). 

      


      Under
        Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
        included in the periodic Distribution Date statement under Section 4.02,
        provided by the Trust Administrator based on information received from the
        Servicer and the Master Servicer; and b) items marked “Form 10-D report” are
        required to be in the Form 10-D report but not the 4.02 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 dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	
                4.02
                  statement

              
	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	
                4.02
                  statement

              
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	
                4.02
                  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.

              	
                4.02
                  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.

              	
                4.02
                  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.

              	
                4.02
                  statement

              
	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	
                4.02
                  statement

              
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	
                4.02
                  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.

              	
                4.02
                  statement

              
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	
                4.02
                  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.

              	
                4.02
                  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 remaining term, pool factors and prepayment
                  amounts.

              	
                4.02
                  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.

              	
                4.02
                  statement: Servicer and Master Servicer.

                 

                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.

              	
                4.02
                  statement: Master Servicer and Servicer

              
	
                (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.

              	
                Form
                  10-D report; Servicer

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                Form
                  10-D report: Servicer

              
	
                (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.

              	
                4.02
                  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 and Servicer

                 

                 

                 

                Form
                  10-D report: Depositor, Master Servicer and Servicer

              
	
                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

                Trust
                  Administrator

                Issuing
                  entity

                Master
                  Servicer

                Originator
                  

                Custodian

              	
                 

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Depositor

                Master
                  Servicer

                Depositor

                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)

              	
                 

                 

                Trust
                  Administrator

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Trustee,
                  Trust Administrator

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                N/A

              
	
                *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

              	
                 

                N/A

                N/A

              
	
                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

              	
                 

                Depositor

                Depositor

                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

              	
                Trust
                  Administrator

              
	
                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

              	
                All
                  parties to this Agreement

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties to this Agreement

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Depositor, Servicer or Trustee, with respect to any of the following:
                  

                Sponsor
                  (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provicer,
                  Custodian

              	
                Depositor/Servicer/Trustee/Trust
                  Administator

              
	
                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 4.02 statement

              	
                N/A

              
	
                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

              	
                Party
                  requesting material modification

              
	
                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 Master Servicer or Trustee

              	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. Reg AB disclosure about any new servicer
                  or
                  trustee is also required.

              	
                Trustee,
                  Servicer or Master Servicer

                 

                Depositor

              
	
                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

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                Trust
                  Administrator

              
	
                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

              	
                All
                  parties to this Agreement

              
	
                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

              	
                 

                 

                N/A

                 

                N/A

              
	
                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

              	
                 

                Depositor

                Depositor

                Depositor

              
	
                Item
                  1117 - 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Master
                  Servicer

                Originator
                  

                Custodian

              	
                 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Master
                  Servicer

                Depositor
                  

                Custodian

              
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Master
                  Servicer

                Originator
                  

                Custodian
                  

                Credit
                  Enhancer/Support Provider, if any

                Significant
                  Obligor, if any

              	
                 

                 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Master
                  Servicer

                Depositor
                  

                Custodian
                  

                Depositor

                Depositor

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                Each
                  Party participating in the servicing function

              
	
                Item
                  1123 -Servicer Compliance Statement

              	
                Master
                  Servicer, Servicer and Trust
                  Administrator

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        U

       

      [RESERVED]

       

      


       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        V

       

      [RESERVED]

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        W

       

      [RESERVED]

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        X

       

      FORM
        OF
        BASIS RISK CAP AGREEMENT

       

       

      
 

      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      


      


      


      
        	DATE:	
                February
                  28, 2007

              


      

         

      
        	TO:	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator with respect to the Soundview Home Loan Trust 2007-1,
                  Asset-Backed Certificates, Series 2007-1  

              


      

      
        	ATTENTION:	
                Client
                  Manager - Soundview 2007-1  

              


      

      
        	FACSIMILE:	
                410-715-2380   

              


      

      


      
        	TO:	
                The
                  Royal Bank of Scotland plc, London 

              


      

      
        	ATTENTION:	
                Melizza
                  Stotler  

              


      

      
        	FACSIMILE:	
                203-618-2580

              


      

      


      
        	FROM:	
                Derivatives
                  Documentation

              


      

      
        	TELEPHONE:	
                212-272-2711

              


      

      
        	FACSIMILE:	
                212-272-9857

              


      

      


      
        	RE:	
                Novation
                  Confirmation 

              


      

       

      
        	REFERENCE
                NUMBER(S):	
                FXNEC9259-BXNE218662

              


      

      


      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
                  28, 2007

              
	 	
                Novation
                  Date:

              	
                February
                  28, 2007

              
	 	
                Novated
                  Amount:

              	
                As
                  set forth in the New Confirmation

              
	 	
                Transferor
                  1:

              	
                The
                  Royal Bank of Scotland plc

              
	 	
                Transferor
                  2:

              	
                Bear
                  Stearns Bank plc 

              
	 	
                Transferee
                  1:

              	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator with respect to the Soundview Home Loan Trust 2007-1,
                  Asset-Backed Certificates, Series 2007-1 

              
	 	
                Transferee
                  2:

              	
                Bear
                  Stearns Financial Products Inc.

              
	 	
                New
                  Agreement (between Transferee 1 

                and
                  Transferee 2):

              	The
                Master Agreement as defined in the New
                Confirmation


      

       

      
        	3.	
                The
                  terms of the Old Transaction to which this Novation Confirmation
                  relates,
                  for identification purposes, are as
                  follows:

              


      

      


      
        	 	
                Trade
                  Date of Old Transaction:

              	
                February
                  23, 2007

              
	 	
                Effective
                  Date of Old Transaction:

              	
                February
                  28, 2007

              
	 	
                Termination
                  Date of Old Transaction:

              	
                November
                  25, 2007

              


      

      


      
        	4.	
                The
                  terms of the New Transactions to which this Novation Confirmation
                  relates
                  shall be as specified in the New Confirmation attached hereto as
                  Exhibit
                  A, including the Credit Support Annex attached hereto as Annex
                  A.

              


      

      


      
        	 	
                Full
                  First Calculation Period:

              	
                Applicable
                  

              


      

      


      
        	5.	
                Offices:

              


      

       

      


      
        	 	
                Transferor
                  1:

              	
                London

              
	 	
                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.
        Transferor
        1 and Transferor 2, by their respective execution of a copy of this Novation
        Confirmation, each agrees to the terms of the Novation Confirmation as it
        relates to the Old Transaction. Transferee 1 and Transferee 2, by their
        respective execution of a copy of this Novation Confirmation, each agrees
        to the
        terms of the Novation Confirmation as it relates to the New Transaction.
        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 353-1-402-6223.

       

      
        	
                The
                  Royal Bank of Scotland plc 

                By:
                  Greenwich Capital Markets, Inc., its agent

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              	 	
                Bear
                  Stearns Bank plc

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              
	 	 	 
	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator with respect to the Soundview Home Loan Trust 2007-1,
                  Asset-Backed Certificates, Series 2007-1 

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              	 	
                Bear
                  Stearns Financial Products Inc.

                 

                 

                 

                By:
                  _____________________________

                Name:

                Title:

                Date:

              


      

      


      lm/er

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        

        BEAR
          STEARNS FINANCIAL PRODUCTS INC.

        383
          MADISON AVENUE

        NEW
          YORK, NEW YORK 10179

        212-272-4009

        


        


        Exhibit
          A

        


        


        
          	DATE:	
                  February
                    28, 2007

                


        

           

        
          	
                  TO:

                	
                  Wells
                    Fargo Bank, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator 

                


        

         

        
          	ATTENTION:	
                  Client
                    Manager - Soundview 2007-1 

                


        

        
          	TELEPHONE:	
                  410-884-2000  

                


        

        
          	FACSIMILE:	
                  410-715-2380 

                


        

        


        
          	FROM:	
                  Derivatives
                    Documentation

                


        

        
          	TELEPHONE:	
                  212-272-2711
                    

                


        

        
          	FACSIMILE:	
                  212-272-9857
                    

                


        

        


        
          	SUBJECT:	
                  Fixed
                    Income Derivatives Confirmation and Agreement


                


        

        


        
          	REFERENCE
                  NUMBER:	
                  FXNEC9259

                


        

        


        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 Trust
          Administrator with respect to the Soundview Home Loan Trust 2007-1, Asset-Backed
          Certificates, Series 2007-1 (“Party
          B”).
          Reference is hereby made to the Pooling and Servicing Agreement, dated
          as
          of February
          1, 2007, among Financial Asset Securities Corp., as Depositor, Ocwen Loan
          Servicing, LLC., as Servicer, Wells Fargo Bank, N.A., as Master Servicer
          and
          Trust Administrator, and Deutsche Bank National Trust Company, as Trustee
          (the
“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 3 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 3 hereof and Annex A hereto;
                      (ii) the
                      provisions set forth in Item 3 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:

                


        

         

        
          	
                	Notional
                  Amount:	
                  With
                    respect to any Calculation Period, the lesser of (a) the amount
                    set forth
                    for such period in Schedule I attached hereto and (b) the aggregate
                    balance of the Floating Rate
                    Certificates.

                


        

        


        
          	
                	Trade
                  Date:	
                  February
                    28, 2007

                


        

        


        
          	
                	Effective
                  Date:	
                  February
                    28, 2007

                


        

        


        
          	
                	Termination
                  Date:	
                  November
                    25, 2007, subject to adjustment in accordance with the Business
                    Day
                    Convention.

                


        

        


        
          	
                	Fixed
                  Amount (Premium):	
                  Inapplicable.
                    Premium has been paid under the Old
                    Transaction.

                


        

        


        
               
            Floating Amounts:

           

          
            	
                  	Floating
                    Rate Payer:	
                    Party
                      A

                  


          

        

        


        
          	 	
                  Cap
                    Rate:

                	
                  With
                    respect to any Calculation Period, the rate set forth for such
                    period in
                    Schedule I attached hereto.

                


        

        


        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.

                


        

        


        Fixed
          Rate Payer 

        
          	
                	Payment
                  Dates:	
                  Early
                    Payment shall be applicable. The Fixed Rate Payer Payment Date
                    shall be
                    one Business Day prior to each Fixed Rate Payer Period End
                    Date.

                


        

        


        
          	 	 	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA,
                    provided, however, that if the Floating Rate determined from
                    such Floating
                    Rate Option for any Calculation Period is greater than 10.50000%
                    then the
                    Floating Rate for such Calculation Period shall be deemed to
                    be
                    10.50000%.

                


        

        


        
          	 	 	
                  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

                


        

        


        
          	
                	Calculation
                  Agent:	
                  Party
                    A

                


        

        


        
          	
                  3.

                	
                  Provisions
                    Deemed Incorporated in a Schedule to the ISDA Master
                    Agreement:

                


        

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        For
          the
          purposes of this Agreement:-

        


        
          	(a)	
                  “Specified
                    Entity”
                    will not apply to Party A or Party B for any purpose.
                    

                


        

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction”
                    will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section
          6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          
            	
                  	(i)	
                    The
                      “Failure
                      to Pay or Deliver”
                      provisions of Section 5(a)(i) will apply to Party A and will
                      apply to
                      Party B; provided, however, that 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

                	
                  (i)
                    Upon execution of this Agreement, 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 the
                    initial beneficial owner of payments to Party B that eliminates
                    U.S.
                    federal withholding and backup withholding Tax on payments to
                    Party B
                    under this Agreement, and (ii) thereafter, the appropriate tax
                    certification form (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)) with
                    respect to
                    any payments received or to be received by the beneficial owner
                    of
                    payments to Party B under this Agreement from time to time.
                    

                	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii) in the
                    case of a tax certification form other than a Form W-9, before
                    December 31
                    of each third succeeding calendar year, (iv) promptly upon the
                    reasonable
                    demand by Party B, (v) prior to the expiration or obsolescence
                    of any
                    previously delivered form, and (vi) promptly upon the information
                    on any
                    such previously delivered form becoming inaccurate or
                    incorrect.

                


        

        


        
          	(b)	
                  For
                    the purpose of Section 4(a)(ii), other documents to be delivered
                    are:

                


        

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, 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:

        


        Address:      
          Wells
          Fargo Bank, N.A.

                      
9062
          Old
          Annapolis Road

                      
Columbia,
          MD
          21045

        Attention:    
Client
          Manager - Soundview 2007-1

        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/Fitch
                    First Level Downgrade.
                    If
                    an S&P/Fitch 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/Fitch
                    Second Level Downgrade.
                    If
                    an S&P/Fitch 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)	
                  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.
                    Party B
                    shall be the sole Affected Party with respect to such Additional
                    Termination Event; provided, however, that notwithstanding anything
                    to the
                    contrary in Section 6(b)(iv), only Party B may designate an Early
                    Termination Date in respect of this Additional Termination
                    Event.

                


        

         

        
          	
                  (d)

                	
                  Rating
                    Agency Downgrade.  

                


        

        


        
          	
                	(i)	
                  S&P/Fitch
                    Downgrade:

                


        

        


        
          	 	
                  (1)

                	
                  In
                    the event that an S&P/Fitch 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
                    and Fitch 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/Fitch 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 and Fitch 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)
                    

                	
                  Bear
                    Stearns agrees and acknowledges that Financial Asset Securities
                    Corp.
                    (“Depositor”) is required under Regulation AB under the Securities Act of
                    1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as
                    amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                    financial information regarding Bear Stearns or its group of
                    affiliated
                    entities, if applicable, depending on the aggregate “significance
                    percentage” of this Agreement and any other derivative contracts between
                    Bear Stearns or its group of affiliated entities, if applicable,
                    and
                    Counterparty, as calculated from time to time in accordance with
                    Item 1115
                    of Regulation AB. 

                


        

         

        
          	 	
                  (ii)
                    

                	
                  It
                    shall be a cap disclosure event (“Cap Disclosure Event”) if, on any
                    Business Day after the date hereof, Depositor requests from Bear
                    Stearns
                    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 with
                    respect to this Transaction) (the “Cap Financial
                    Disclosure”).

                


        

         

        
          	 	
                  (iii)
                    

                	
                  Upon
                    the occurrence of a Cap Disclosure Event, Bear Stearns, at its
                    own
                    expense, shall either (1)(a) (i) provide to Depositor the current
                    Cap
                    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 Cap Financial Disclosure
                    that
                    are filed with the Securities and Exchange Commission in the
                    reports of
                    the Trust filed pursuant to the Exchange Act, (b) if applicable,
                    cause its
                    outside accounting firm to provide its consent to filing or incorporation
                    by reference of such accounting firm’s report relating to their audits of
                    such current Cap Financial Disclosure in the Exchange Act Reports
                    of
                    Depositor, and (c) provide to Depositor any updated Cap Financial
                    Disclosure with respect to Bear Stearns within five days of the
                    release of
                    any such updated Swap Financial Disclosure (but in no event more
                    than 45
                    days after the end of each of Bear Stearns’s fiscal quarter for any
                    quarterly update); (2) secure another entity to replace Bear
                    Stearns as
                    party to this Agreement by way of a Permitted Transfer on terms
                    substantially similar to this Agreement, which entity (or a guarantor
                    therefore) satisfies the Rating Agency Condition and which entity
                    is able
                    to comply with the requirements of Item 1115 of Regulation AB
                    and rule
                    3-10(b) of Regulation S-X, or (3) obtain a guaranty of Bear Stearns’s
                    obligations under this Agreement from an affiliate of Bear Stearns
                    that is
                    able to comply with the financial information disclosure requirements
                    of
                    Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X,
                    and cause
                    such affiliate to provide Cap Financial Disclosure and any future
                    Cap
                    Financial Disclosure, such that disclosure provided in respect
                    of such
                    affiliate will satisfy any disclosure requirements applicable
                    to the Cap
                    Provider.

                


        

         

        
          	
                	(iv)	
                  (a)
                     Bear
                    Stearns hereby agrees to indemnify and hold harmless Depositor,
                    the
                    respective present and former directors, officers, employees
                    and agents of
                    each of the foregoing and each person, if any, who controls Depositor
                    within the meaning of Section 15 of the Act, or Section 20 of
                    the Exchange
                    Act, from and against any and all losses, claims, liabilities,
                    damages,
                    penalties, fines, forfeitures, legal fees and expenses and related
                    costs,
                    judgments, and any other costs, fees and expenses that any of
                    them may
                    sustain as and when such losses, claims, liabilities, damages,
                    penalties,
                    fines forfeitures, legal fees or expenses or related costs, judgments,
                    or
                    any other costs, fees or expenses are incurred, insofar as such
                    losses,
                    claims, liabilities, damages, penalties, fines forfeitures, legal
                    fees or
                    expenses or related costs, judgments, or any other costs, fees
                    or expenses
                    (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 Cap Financial Disclosure, or arise out of, or are based upon,
                    the
                    omission or alleged omission to state in the Cap Financial Disclosure
                    any
                    material fact required to be stated therein or necessary to make
                    the
                    statements in the Cap Financial Disclosure, as applicable, in
                    light of the
                    circumstances under which they were made, not misleading, and
                    Bear Stearns
                    shall reimburse Depositor, the present and former respective
                    officers,
                    directors, employees and agents of each of the foregoing and
                    any such
                    controlling person for any legal or other expenses reasonably
                    incurred by
                    it or any of them in connection with investigating or defending
                    any such
                    losses, claims, liabilities, damages, penalties, fines, forfeitures,
                    legal
                    fees or expenses or related costs, judgments, or any other costs,
                    fees or
                    expenses, as and when incurred.

                


        

         

        (b)
           If
          (i)
          Bear Stearns fails to provide the Cap Financial Disclosure or any required
          auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Cap
          Financial Disclosure Failure”), (ii) as a result of such Cap Financial
          Disclosure Failure an Early Termination Date is designated hereunder by
          Counterparty and (iii) such Cap Financial Disclosure Failure results in
          a
          failure by Depositor to file a report required by the Exchange Act, Bear
          Stearns
          hereby agrees to reimburse Depositor, the present and former respective
          officers, directors, employees and agents of each of the foregoing and
          any such
          controlling person for any legal or other expenses reasonably incurred
          by it or
          any of them in connection with the investigation or defense of any inquiry
          or
          investigation by the Securities and Exchange Commission resulting from
          such Cap
          Financial Disclosure Failure; provided that in no event shall Bear Stearns
          be
          required to indemnify Depositor, the present and former respective officers,
          directors, employees and agent of each of the foregoing and any such controlling
          person for any lost profit or damages with respect to this Transaction
          or any
          other transaction (whether such lost profit or damages is characterized
          as
          indirect, punitive, consequential, special damages or otherwise), even
          if at the
          time of such failure Bear Stearns is aware of the possibility of such lost
          profit or damages.

        


        
          	 	
                  (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) prior to written notice is provided
          to the
          Swap Rating Agencies. 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)

                	
                  [Reserved]

                


        

        


        
          	
                  (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.

                


        

        


        
          	
                  (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
                    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)

                	
                  Trust
                    Administrator 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 Trust Administrator under
                    the Pooling
                    and Servicing Agreement in the exercise of the powers and authority
                    conferred and invested in it thereunder; (b) Wells 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
                    Depositor is made and intended not as personal representations
                    of Wells
                    but is made and intended for the purpose of binding only the
                    Depositor;
                    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 Trust Administrator
                    as its
                    agent under the Pooling and Servicing Agreement to carry out
                    certain
                    functions on behalf of Party B, and that the Trust Administrator
                    shall be
                    entitled to give notices and to perform and satisfy the obligations
                    of
                    Party B hereunder on behalf of Party
                    B.

                


        

         

        
          	
                  (q)

                	
                  Limitation
                    on Events of Default.
                    Notwithstanding the provisions of Sections 5 and 6, if at any
                    time and so
                    long as Party B has satisfied in full all its payment obligations
                    under
                    Section 2(a)(i) and has at the time no future payment obligations,
                    whether
                    absolute or contingent, under such Section, then unless Party
                    A is
                    required pursuant to appropriate proceedings to return to Party
                    B or
                    otherwise returns to Party B upon demand of Party B any portion
                    of any
                    such payment, (a) the occurrence of an event described in Section
                    5(a)
                    with respect to Party B shall not constitute an Event of Default
                    or
                    Potential Event of Default with respect to Party B as Defaulting
                    Party and
                    (b) Party A shall be entitled to designate an Early Termination
                    Date
                    pursuant to Section 6 only as a result of the occurrence of a
                    Termination
                    Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
                    to
                    Party A as the Affected Party, or Section 5(b)(iii) with respect
                    to Party
                    A as the Burdened Party. For purposes of the Transaction to which
                    this
                    Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                    pay the Fixed Amount on the Fixed Amount Payer Payment
                    Date.

                


        

        


        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

         

        
          	
                  (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any suit, action or proceeding relating to this Agreement or
                    any Credit
                    Support Document. 

                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency - Crossborder) as published and copyrighted in
                    1992 by the
                    International Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  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 Trust Administrator
                    represents to Party A on the date on which Party
                    B enters
                    into this Agreement that Trust Administrator is executing the
                    Agreement
                    not in its individual capacity, but solely as Trust Administrator
                    on
                    behalf of the Trust.

                


        

        


        
          	
                  (w)

                	
                  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.

                


        

        


        
          	
                  (x)

                	
                  [Reserved].

                


        

        


        
          	
                  (y)

                	
                  [Reserved].

                


        

        


        
          	(z)	
                  Additional
                    Definitions. 

                


        

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
          Ratings Threshold, and the Fitch Approved 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 and Fitch.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings from S&P at least equal to the S&P
          Approved Ratings Threshold and from Fitch at least equal to the Fitch 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 from Fitch at least equal to the Fitch
          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.

        


        “Fitch”
          means
          Fitch Ratings Ltd., or any successor thereto. 

        


        “Fitch
          Approved 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
          from
          Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
          Fitch of “F1”.

        


        “Fitch
          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
          from
          Fitch of “BBB-”.

        


        “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) Part 5(e), 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 and Fitch 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, the Moody’s Second Trigger
          Ratings Threshold and the Fitch Required Ratings Threshold.

        


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

        


        “S&P/Fitch
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Approved Ratings Threshold and the Fitch 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/Fitch
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold and the Fitch 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, Moody’s and Fitch,
          to the extent that each such rating agency is then providing a rating for
          any of
          the Soundview Home Loan Trust 2007-1, Asset-Backed Certificates, Series
          2007-1
          (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


         

        [Remainder
          of this page intentionally left blank.]

         

        
          	4.	
                  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, NA

        San
          Francisco, CA

        ABA#
          121-000-248

        Acct#
          3970771416

        Acct
          Name: SAS Clearing

        FFC:
          50992403

        


        


        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.

         

        


        SCHEDULE
          I

        (all
          such
          dates subject to adjustment in accordance with the Business Day
          Convention)

        


        
          	
                  From
                    and including

                	
                  To
                    but excluding

                	
                  Notional
                    Amount

                  (USD)

                	
                  Cap
                    Rate

                
	
                  Effective
                    Date

                	
                  03/25/07

                	
                  610,199,000.00

                	
                  8.39734%

                
	
                  03/25/07

                	
                  04/25/07

                	
                  602,479,992.00

                	
                  6.77636%

                
	
                  04/25/07

                	
                  05/25/07

                	
                  593,618,804.00

                	
                  7.00683%

                
	
                  05/25/07

                	
                  06/25/07

                	
                  583,750,544.00

                	
                  6.78588%

                
	
                  06/25/07

                	
                  07/25/07

                	
                  573,053,721.00

                	
                  7.01692%

                
	
                  07/25/07

                	
                  08/25/07

                	
                  561,697,153.00

                	
                  6.79409%

                
	
                  08/25/07

                	
                  09/25/07

                	
                  549,791,671.00

                	
                  6.79704%

                
	
                  09/25/07

                	
                  10/25/07

                	
                  537,373,311.00

                	
                  7.02604%

                
	
                  10/25/07

                	
                  Termination
                    Date

                	
                  524,469,603.00

                	
                  6.80113%

                


        

        


         

        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 28, 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 Trust
          Administrator with respect to the Soundview Home Loan Trust 2007-1, Asset-Backed
          Certificates, Series 2007-1 (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 28, 2007, between
          Party A and Party B, Reference Number FXNEC9259.

         

        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/Fitch Credit Support Amount for such
                    Valuation Date exceeds (b) the S&P/Fitch 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/Fitch Value as of such Valuation Date of
                    all Posted Credit Support held by the Secured Party exceeds (b)
                    the
                    S&P/Fitch 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/Fitch 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 the Certificates
                    and the
                    aggregate principal balance of the 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/Fitch 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/Fitch 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: The
          Trust
          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 not Transfer such Distributions to Party A but, rather, such Distributions
          will constitute Posted Collateral and will be subject to the security interest
          granted under Paragraph 2. ” 

         

        
          	
                	(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: at the address designated in writing from time to
          time.

         

        
          	(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:

         

        Wells
          Fargo Bank, NA

        San
          Francisco, CA

        ABA#
          121-000-248

        Acct#
          3970771416

        Acct
          Name: SAS Clearing

        FFC:
          50992405

        


        
          	(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/Fitch 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/Fitch 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/Fitch 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/Fitch 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/Fitch
                    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/Fitch 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/Fitch 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/Fitch 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/Fitch
                    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 and (ii) 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 and (2) 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 and (2) 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/Fitch
          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/Fitch Approved Ratings
                    Downgrade Event has occurred and been continuing for at least
                    30 days or
                    (ii) a S&P/Fitch 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 and (ii) 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/Fitch
          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/Fitch 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/Fitch 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/Fitch 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%

                


        

        


         

        


         

        [Remainder
          of this page intentionally left blank]

         

         

        SCHEDULE
          A

         

        ELIGIBLE
          COLLATERAL

         

         

        
          	
                   

                  ISDA
                    Collateral Asset Definition(ICAD)
                    Code

                	
                  Remaining
                    Maturity in Years

                	
                  S&P
                    

                  Valuation
                    

                  Percentage

                	
                  Moody’s

                  First
                    Trigger ValuationPercentage

                	
                  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.

         

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



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