EXECUTION COPY


             


            
             

            


            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,


            as
            Depositor,


            
            WELLS FARGO BANK, N.A.,


            as
            Trust Administrator,


            
            and


            
            U.S. BANK NATIONAL ASSOCIATION,


            as
            Trustee


            
             


             


            TRUST
            AGREEMENT


            
            Dated as of December 28, 2007


            
             


            
            Mortgage Trust Certificates, Series 2007-5R


            
             


            
             


             

            
            


            

            

            
            TABLE OF CONTENTS


            
            Page


             


             


            
                	
                            
                            ARTICLE I

                        	
                            
                            DEFINITIONS

                        	
                            
                            3

                        
	
                            
                             

                        	
                            
                            Section 1.01.

                        	
                            
                            Defined Terms.

                        	
                            
                            3

                        
	
                            
                            ARTICLE I

                        	
                            
                            CONVEYANCE OF THE UNDERLYING CERTIFICATES; ORIGINAL
                            ISSUANCE OF CERTIFICATES

                        	
                            
                            15

                        
	
                            
                             

                        	
                            
                            Section 2.01.

                        	
                            
                            Conveyance of the Underlying Certificates.

                        	
                            
                            15

                        
	
                            
                             

                        	
                            
                            Section 2.02.

                        	
                            
                            Issuance of Trust Certificates.

                        	
                            
                            16

                        
	
                            
                             

                        	
                            
                            Section 2.03.

                        	
                            
                            Purposes and Powers of the Trust Fund and the
                            Exchangeable Certificate Trust Fund.

                        	
                            
                            16

                        
	
                            
                            ARTICLE III

                        	
                            
                            ADMINISTRATION OF THE UNDERLYING CERTIFICATES; PAYMENTS
                            AND REPORTS TO CERTIFICATEHOLDERS

                        	
                            
                            17

                        
	
                            
                             

                        	
                            
                            Section 3.01.

                        	
                            
                            REMIC Provisions.

                        	
                            
                            17

                        
	
                            
                             

                        	
                            
                            Section 3.02.

                        	
                            
                            Collection of Monies.

                        	
                            
                            20

                        
	
                            
                             

                        	
                            
                            Section 3.03.

                        	
                            
                            Establishment of Trust Certificate Account; Deposits in
                            Trust Certificate Account.

                        	
                            
                            20

                        
	
                            
                             

                        	
                            
                            Section 3.04.

                        	
                            
                            Permitted Withdrawals From the Trust Certificate
                            Account.

                        	
                            
                            21

                        
	
                            
                             

                        	
                            
                            Section 3.05.

                        	
                            
                            Distributions.

                        	
                            
                            21

                        
	
                            
                             

                        	
                            
                            Section 3.06.

                        	
                            
                            Statements to Certificateholders.

                        	
                            
                            22

                        
	
                            
                             

                        	
                            
                            Section 3.07.

                        	
                            
                            Access to Certain Documentation and
                            Information.

                        	
                            
                            23

                        
	
                            
                             

                        	
                            
                            Section 3.08.

                        	
                            
                            Sale of Defective Assets.

                        	
                            
                            23

                        
	
                            
                             

                        	
                            
                            Section 3.09.

                        	
                            
                            Modification of Underlying Certificates

                        	
                            
                            23

                        
	
                            
                             

                        	
                            
                            Section 3.10.

                        	
                            
                            Allocation of Class A Loss Amounts;
                            Recoveries.

                        	
                            
                            24

                        
	
                            
                             

                        	
                            
                            Section 3.11.

                        	
                            
                            Compliance with Withholding Requirements.

                        	
                            
                            24

                        
	
                            
                            ARTICLE IV

                        	
                            
                            THE CERTIFICATES

                        	
                            
                            24

                        
	
                            
                             

                        	
                            
                            Section 4.01.

                        	
                            
                            The Certificates.

                        	
                            
                            24

                        
	
                            
                             

                        	
                            
                            Section 4.02.

                        	
                            
                            Registration of Transfer and Exchange of
                            Certificates.

                        	
                            
                            25

                        
	
                            
                             

                        	
                            
                            Section 4.03.

                        	
                            
                            Mutilated, Destroyed, Lost or Stolen
                            Certificates.

                        	
                            
                            29

                        
	
                            
                             

                        	
                            
                            Section 4.04.

                        	
                            
                            Persons Deemed Owners.

                        	
                            
                            29

                        
	
                            
                             

                        	
                            
                            Section 4.05.

                        	
                            
                            Access to List of Certificateholders’ Names and
                            Addresses.

                        	
                            
                            29

                        
	
                            
                             

                        	
                            
                            Section 4.06.

                        	
                            
                            Maintenance of Office or Agency.

                        	
                            
                            30

                        
	
                            
                             

                        	
                            
                            Section 4.07.

                        	
                            
                            Book Entry Certificates.

                        	
                            
                            30

                        
	
                            
                             

                        	
                            
                            Section 4.08.

                        	
                            
                            Notices to Clearing Agency.

                        	
                            
                            30

                        
	
                        	
                            
                            Section 4.09.

                        	
                            
                            Definitive Certificates.

                        	
                            
                            31

                        


            


             


             


             

            
            


            

            

             


            
                	
                            
                            ARTICLE V

                        	
                            
                            THE DEPOSITOR

                        	
                            
                            32

                        
	
                            
                             

                        	
                            
                            Section 5.01.

                        	
                            
                            Liability of the Depositor.

                        	
                            
                            32

                        
	
                            
                             

                        	
                            
                            Section 5.02.

                        	
                            
                            Merger, Consolidation or Conversion of the
                            Depositor.

                        	
                            
                            32

                        
	
                            
                             

                        	
                            
                            Section 5.03.

                        	
                            
                            Limitation on Liability of the Depositor and
                            Others.

                        	
                            
                            32

                        
	
                            
                             

                        	
                            
                            Section 5.04.

                        	
                            
                            Representation and Warranty of the Depositor.

                        	
                            
                            33

                        
	
                            
                            ARTICLE VI

                        	
                            
                            THE TRUSTEE

                        	
                            
                            34

                        
	
                            
                             

                        	
                            
                            Section 6.01.

                        	
                            
                            Duties of Trustee.

                        	
                            
                            34

                        
	
                            
                             

                        	
                            
                            Section 6.02.

                        	
                            
                            Certain Matters Affecting the Trustee.

                        	
                            
                            35

                        
	
                            
                             

                        	
                            
                            Section 6.03.

                        	
                            
                            Trustee Not Liable for Certificates.

                        	
                            
                            36

                        
	
                            
                             

                        	
                            
                            Section 6.04.

                        	
                            
                            Trustee May Own Certificates.

                        	
                            
                            36

                        
	
                            
                             

                        	
                            
                            Section 6.05.

                        	
                            
                            Trustee’s Fees and Expenses.

                        	
                            
                            36

                        
	
                            
                             

                        	
                            
                            Section 6.06.

                        	
                            
                            Eligibility Requirements for Trustee.

                        	
                            
                            37

                        
	
                            
                             

                        	
                            
                            Section 6.07.

                        	
                            
                            Resignation and Removal of Trustee.

                        	
                            
                            37

                        
	
                            
                             

                        	
                            
                            Section 6.08.

                        	
                            
                            Successor Trustee.

                        	
                            
                            38

                        
	
                            
                             

                        	
                            
                            Section 6.09.

                        	
                            
                            Merger or Consolidation of Trustee.

                        	
                            
                            38

                        
	
                            
                             

                        	
                            
                            Section 6.10.

                        	
                            
                            Appointment of Co Trustee or Separate
                            Trustee.

                        	
                            
                            38

                        
	
                            
                             

                        	
                            
                            Section 6.11.

                        	
                            
                            Office of the Trustee.

                        	
                            
                            39

                        
	
                            
                            ARTICLE VII

                        	
                            
                            THE TRUST ADMINISTRATOR

                        	
                            
                            40

                        
	
                            
                             

                        	
                            
                            Section 7.01.

                        	
                            
                            Duties of Trust Administrator.

                        	
                            
                            40

                        
	
                            
                             

                        	
                            
                            Section 7.02.

                        	
                            
                            Certain Matters Affecting the Trust
                            Administrator.

                        	
                            
                            41

                        
	
                            
                             

                        	
                            
                            Section 7.03.

                        	
                            
                            Trust Administrator Not Liable for
                            Certificates.

                        	
                            
                            42

                        
	
                            
                             

                        	
                            
                            Section 7.04.

                        	
                            
                            Trust Administrator May Own Certificates.

                        	
                            
                            42

                        
	
                            
                             

                        	
                            
                            Section 7.05.

                        	
                            
                            Trust Administrator’s Fees and
                            Expenses.

                        	
                            
                            42

                        
	
                            
                             

                        	
                            
                            Section 7.06.

                        	
                            
                            Eligibility Requirements for Trust
                            Administrator.

                        	
                            
                            43

                        
	
                            
                             

                        	
                            
                            Section 7.07.

                        	
                            
                            Resignation and Removal of Trust
                            Administrator.

                        	
                            
                            44

                        
	
                            
                             

                        	
                            
                            Section 7.08.

                        	
                            
                            Successor Trust Administrator.

                        	
                            
                            45

                        
	
                            
                             

                        	
                            
                            Section 7.09.

                        	
                            
                            Merger or Consolidation of Trust
                            Administrator.

                        	
                            
                            45

                        
	
                            
                             

                        	
                            
                            Section 7.10.

                        	
                            
                            Appointment of Co Trust Administrator or Separate Trust
                            Administrator.

                        	
                            
                            45

                        
	
                            
                             

                        	
                            
                            Section 7.11.

                        	
                            
                            Office of the Trust Administrator.

                        	
                            
                            46

                        
	
                            
                            ARTICLE VIII

                        	
                            
                            TERMINATION

                        	
                            
                            47

                        
	
                            
                             

                        	
                            
                            Section 8.01.

                        	
                            
                            Termination.

                        	
                            
                            47

                        
	
                            
                             

                        	
                            
                            Section 8.02.

                        	
                            
                            Additional Termination Requirements.

                        	
                            
                            47

                        


            


             


             


            
            -ii-


             

            
            


            

            

             


            
                	
                            
                            ARTICLE IX

                        	
                            
                            EXCHANGE ACT REPORTING

                        	
                            
                            48

                        
	
                            
                             

                        	
                            
                            Section 9.01.

                        	
                            
                            Commission Reporting.

                        	
                            
                            48

                        
	
                            
                             

                        	
                            
                            Section 9.02.

                        	
                            
                            Form 10 D Reporting.

                        	
                            
                            48

                        
	
                            
                             

                        	
                            
                            Section 9.03.

                        	
                            
                            Form 10 K Reporting.

                        	
                            
                            49

                        
	
                            
                             

                        	
                            
                            Section 9.04.

                        	
                            
                            Form 8 K Reporting.

                        	
                            
                            50

                        
	
                            
                             

                        	
                            
                            Section 9.05.

                        	
                            
                            Delisting; Amendment; Late Filing of Reports.

                        	
                            
                            51

                        
	
                            
                             

                        	
                            
                            Section 9.06.

                        	
                            
                            Annual Statements of Compliance.

                        	
                            
                            52

                        
	
                            
                             

                        	
                            
                            Section 9.07.

                        	
                            
                            Annual Assessments of Compliance.

                        	
                            
                            52

                        
	
                            
                             

                        	
                            
                            Section 9.08.

                        	
                            
                            Accountant’s Attestation.

                        	
                            
                            53

                        
	
                            
                             

                        	
                            
                            Section 9.09.

                        	
                            
                            Sarbanes Oxley Certification.

                        	
                            
                            53

                        
	
                            
                            ARTICLE X

                        	
                            
                            MISCELLANEOUS PROVISIONS

                        	
                            
                            54

                        
	
                            
                             

                        	
                            
                            Section 10.01.

                        	
                            
                            Amendment.

                        	
                            
                            54

                        
	
                            
                             

                        	
                            
                            Section 10.02.

                        	
                            
                            Counterparts.

                        	
                            
                            55

                        
	
                            
                             

                        	
                            
                            Section 10.03.

                        	
                            
                            Limitation on Rights of Certificateholders.

                        	
                            
                            55

                        
	
                            
                             

                        	
                            
                            Section 10.04.

                        	
                            
                            Governing Law.

                        	
                            
                            56

                        
	
                            
                             

                        	
                            
                            Section 10.05.

                        	
                            
                            Notices.

                        	
                            
                            56

                        
	
                            
                             

                        	
                            
                            Section 10.06.

                        	
                            
                            Notices to the Rating Agencies.

                        	
                            
                            56

                        
	
                            
                             

                        	
                            
                            Section 10.07.

                        	
                            
                            Severability of Provisions.

                        	
                            
                            57

                        
	
                            
                             

                        	
                            
                            Section 10.08.

                        	
                            
                            Successors and Assigns.

                        	
                            
                            57

                        
	
                            
                             

                        	
                            
                            Section 10.09.

                        	
                            
                            Article and Section Headings.

                        	
                            
                            57

                        
	
                            
                             

                        	
                            
                            Section 10.10.

                        	
                            
                            Action under and Conflicts with Underlying Pooling
                            Agreement.

                        	
                            
                            57

                        
	
                            
                            ARTICLE XI

                        	
                            
                            EXCHANGEABLE CERTIFICATES AND EXCHANGEABLE REMIC
                            CERTIFICATES

                        	
                            
                            58

                        
	
                            
                             

                        	
                            
                            Section 11.01.

                        	
                            
                            Transfer of Exchangeable REMIC Certificates.

                        	
                            
                            58

                        
	
                            
                             

                        	
                            
                            Section 11.02.

                        	
                            
                            Exchangeable Certificates and Exchangeable REMIC
                            Certificates.

                        	
                            
                            58

                        
	
                            
                             

                        	
                            
                            Section 11.03.

                        	
                            
                            Exchanges.

                        	
                            
                            58

                        
	
                            
                             

                        	
                            
                            Section 11.04.

                        	
                            
                            Delivery of Instruments.

                        	
                            
                            59

                        
	
                            
                             

                        	
                            
                            Section 11.05.

                        	
                            
                            Distribution of Statements to
                            Certificateholders.

                        	
                            
                            59

                        
	
                            
                             

                        	
                            
                            Section 11.06.

                        	
                            
                            Exchangeable Certificate Trust Account .

                        	
                            
                            59

                        
	
                            
                             

                        	
                            
                            Section 11.07.

                        	
                            
                            Distributions to the Exchangeable Certificates and
                            Exchangeable REMIC Certificates.

                        	
                            
                            60

                        


            


             


             


            
            -iii-


             

            
            


            

            

             


            
                	
                            
                             

                        	
                            
                            Section 11.08.

                        	
                            
                            Allocation of Class A Loss Amounts to Exchangeable
                            Certificates and Exchangeable REMIC Certificates.

                        	
                            
                            60

                        
	
                            
                             

                        	
                            
                            Section 11.09.

                        	
                            
                            Voting Rights.

                        	
                            
                            60

                        
	
                            
                            .

                        	
                            
                            Section 11.10

                        	
                            
                            Classification of Exchangeable Certificate Trust Fund;
                            Tax Status Reporting for Exchangeable Certificate Trust
                            Fund.

                        	
                            
                            61

                        


            


             


            
                	
                            
                            Exhibit A-1

                        	
                            
                            FORM OF CLASS A CERTIFICATE

                        
	
                            
                            Exhibit A-2

                        	
                            FORM OF
                            EXCHANGEABLE CERTIFICATE/EXCHANGEABLE REMIC CERTIFICATE

                        
	
                            
                            Exhibit B

                        	
                            
                            FORM OF CLASS AR CERTIFICATE

                        
	
                            
                            Exhibit C-1

                        	
                            
                            FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT

                        
	
                            
                            Exhibit C-2

                        	
                            
                            FORM OF TRANSFEROR CERTIFICATE

                        
	
                            
                            Exhibit D

                        	
                            
                            UNDERLYING POOLING AGREEMENT

                        
	
                            
                            Exhibit E

                        	
                            
                            FORM OF MONTHLY STATEMENT TO
                            CERTIFICATEHOLDERS

                        
	
                            
                            Exhibit F

                        	
                            
                            ADDITIONAL FORM 10-D DISCLOSURE

                        
	
                            
                            Exhibit G

                        	
                            
                            ADDITIONAL DISCLOSURE NOTIFICATION

                        
	
                            
                            Exhibit H

                        	
                            
                            ADDITIONAL FORM 10-K DISCLOSURE

                        
	
                            
                            Exhibit I

                        	
                            
                            FORM 8-K DISCLOSURE INFORMATION

                        
	
                            
                            Exhibit J

                        	
                            
                            FORM OF BACK-UP CERTIFICATION

                        
	
                            
                            Exhibit K

                        	
                            
                            RELEVANT SERVICING CRITERIA

                        
	
                            
                            Exhibit L

                        	
                            
                            AVAILABLE COMBINATIONS

                        
	
                            
                            Exhibit M

                        	
                            
                            FORM OF EXCHANGE LETTER

                        


            


             


             


            
            -iv-


             

            
            


            

            

            
            This TRUST AGREEMENT (this “Agreement”), dated as of
            December 28, 2007, is among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a
            Delaware corporation (together with its permitted successors and assigns, the
            “the Depositor”), WELLS FARGO BANK, N.A., a national banking association,
            as trust administrator (together with its permitted successors and assigns, the
            “Trust Administrator”), and U.S. BANK NATIONAL ASSOCIATION, a national
            banking association, as Trustee (together with its permitted successors and assigns,
            the “Trustee”).


            
            PRELIMINARY STATEMENT


            
            The Depositor intends to sell the Certificates (as defined herein),
            which in the aggregate will evidence the entire beneficial ownership interest in the
            Underlying Certificates (as defined herein).


            
            REMIC I


            
            As provided herein, the Trust Administrator will make an election to
            treat the entire segregated pool of assets described in the definition of REMIC
            I as a real estate mortgage investment conduit for federal income tax purposes,
            and such segregated pool of assets will be designated as the “REMIC I.”
            Component I of the Class AR Certificates will represent the sole class of
            “residual interests” in the REMIC I for purposes of the REMIC Provisions
            (as defined herein) under federal income tax law. The table below sets forth (1) the
            “regular interests” in the REMIC I (the “REMIC I Regular
            Interests”) and (2) the residual interest in the REMIC I. The “latest
            possible maturity date” (determined solely for purposes of satisfying Treasury
            regulation Section 1.860G-1(a)(4)(iii)) for the REMIC I Regular Interests shall be
            the first Distribution Date that follows the stated maturity date for the Underlying
            Certificates.  None of the REMIC I Regular Interests will be
            certificated.


            
            The following table irrevocably sets forth the designation, type,
            pass-through rate, aggregate initial principal balance and certain other features of
            each class of REMIC I Regular Interests.


            
                	
                            
                                
                                Class Designation for each
                                REMIC  I
                                Regular Interest and Component I of the Class AR
                                Certificates

                            

                        	
                            
                                
                                Pass-Through Rate

                            

                        	
                            
                                
                                Principal Balance

                            

                        	
                            
                                
                                Type of Interest

                            

                        	
                            
                                
                                Final Maturity

                            

                        
	
                            
                            A-1

                        	
                            
                            6.50%

                        	
                            
                            $ 31,900,000.00

                        	
                            
                            Regular

                        	
                            
                            July 2036

                        
	
                            
                            A-23

                        	
                            
                            6.50%

                        	
                            
                            $  5,000,000.00

                        	
                            
                            Regular

                        	
                            
                            July 2036

                        
	
                            
                            A-4

                        	
                            
                            6.50%

                        	
                            
                            $  5,777,523.00

                        	
                            
                            Regular

                        	
                            
                            July 2036

                        
	
                            
                            Component I of the

                            Class AR

                        	
                            
                            6.50%

                        	
                            
                            $              50.00

                        	
                            
                            Residual

                        	
                            
                            July 2036

                        


            


            
             


             

            
            


            

            

            
            REMIC II


            
            As provided herein, the Trust Administrator will make an election to
            treat the segregated pool of assets consisting of the REMIC I Regular Interests as a
            real estate mortgage investment conduit for federal income tax purposes, and such
            segregated pool of assets will be designated as the “REMIC II.” Component
            II of the Class AR Certificates will represent the sole class of “residual
            interests” in the REMIC II for purposes of the REMIC Provisions (as defined
            herein) under federal income tax law. The table below irrevocably sets forth the
            designation, Pass-Through Rate, aggregate Initial Class Principal Balance, and certain
            other features of (1) the Class A-1 Certificates, Class A-2 Certificates, Class A-3
            Certificates and Class A-4 Certificates which represent ownership of “regular
            interests” in the REMIC II (the “REMIC II Regular Interests”), (2)
            the  Class A-5 Certificates which represent ownership of REMIC II Regular
            Interests A-1 and A-4, and (3) Component II of the Class AR
            Certificates.   The “latest possible maturity
            date” (determined solely for purposes of satisfying Treasury regulation
            Section 1.860G-1(a)(4)(iii)) for the REMIC II Regular Interests shall be the first
            Distribution Date that follows the stated maturity date for the Underlying
            Certificates.


            
                	
                            
                                
                                Class Designation for each
                                REMIC  II
                                Regular Interest, the Class A-5 Certificates and Component II of
                                the Class AR Certificates

                            

                        	
                            
                                
                                Pass-Through

                                Rate

                            

                        	
                            
                                
                                Aggregate Initial Class Principal
                                Balance

                            

                        	
                            
                                
                                Fitch/S&P

                            

                        	
                            
                                
                                Minimum Denominations(2)

                            

                        	
                            
                                
                                Form(3)

                            

                        
	
                            
                            Class A-1(1)(6)

                        	
                            
                            6.50%

                        	
                            
                            $  31,900,000.00

                        	
                            
                            AAA/AAA

                        	
                            
                            $25,000.00

                        	
                            
                            Book-Entry

                        
	
                            
                            Class A-2

                        	
                            
                            5.50%

                        	
                            
                            $    5,000,000.00

                        	
                            
                            AAA/AAA

                        	
                            
                            $25,000.00

                        	
                            
                            Book-Entry

                        
	
                            
                            Class A-3

                        	
                            
                            1.00%

                        	
                            
                            Notional (4)

                        	
                            
                            AAA/AAA

                        	
                            
                            $100,000.00

                        	
                            
                            Book-Entry

                        
	
                            
                            Class A-4(1)(6)

                        	
                            
                            6.50%

                        	
                            
                            $    5,777,524.00

                        	
                            
                            AAA/AAA

                        	
                            
                            $25,000.00

                        	
                            
                            Book-Entry

                        
	
                            
                            Class A-5(6)

                        	
                            
                            6.50%

                        	
                            
                            $  37,677,523.00

                        	
                            
                            AAA/AAA

                        	
                            
                            $25,000.00

                        	
                            
                            Book-Entry

                        
	
                            
                            Component II of the Class AR

                        	
                            
                            N/A

                        	
                            
                            $               
                            0.00

                        	
                            
                            AAA/AAA

                        	
                            
                            (5)

                        	
                            
                            Definitive

                        


            


            
                               


            
                	
                            
                            (1)

                        	
                            
                            The REMIC II Regular Interest A-1 and the REMIC II
                            Regular Interest A-4 shall be issued by the Trust Fund in
                            uncertificated form and shall constitute the “Uncertificated
                            REMIC II Regular Interests.” The Class A-1 Certificates and Class
                            A-4 Certificates shall be issued by the Exchangeable Certificate Trust
                            Fund and will be entitled to the same distributions of interest and
                            principal, as applicable, as the REMIC II Regular Interest A-1 and the
                            REMIC II Regular Interest A-4, respectively.

                        


            


            
                	
                            
                            (2)

                        	
                            
                            The Certificates, other than the Class AR
                            Certificates, shall be issuable in minimum dollar denominations as
                            indicated above (by Class Principal Balance or notional amount, as
                            applicable) and integral multiples of $1 in excess thereof.

                        


            


            
                	
                            
                            (3)

                        	
                            
                            The Class AR Certificates shall be delivered to the
                            Holders thereof in physical form.

                        


            


            
                	
                            
                            (4)

                        	
                            
                            The Class A-3 Certificates will not receive
                            distributions of principal but will accrue interest on a notional
                            amount. The initial notional amount will be $5,000,000, and for any
                            subsequent Distribution Date the notional amount will be equal to the
                            aggregate Class Principal Balance of the Class A-2
                            certificates.

                        


            


            
                	
                            
                            (5)

                        	
                            
                            The Class AR Certificates shall be issuable in
                            minimum denominations of not less than a 20% Percentage
                            Interest.

                        


            


            
                	
                            
                            (6)

                        	
                            
                            The Class A-1 Certificates and the Class A-4
                            Certificates can be exchanged for the Class A-5 Certificates in
                            accordance with the terms and conditions of this Agreement. The Class
                            A-5 Certificates can be exchanged for the Class A-1 Certificates and
                            Class A-4 Certificates in accordance with the terms and conditions of
                            this Agreement.

                        


            


             


            
            -2-


             

            
            


            

            

            
            All things necessary to make this Agreement a valid declaration of trust
            by the Depositor in accordance with its terms have been done.


            
            In consideration of the premises and the mutual agreements herein
            contained, the Depositor, the Trust Administrator and the Trustee agree as
            follows:


            
            ARTICLE I


             


            
            DEFINITIONS


            
            Section
            1.01.         
            Defined Terms.
                                                      
                                                      
                   


            
            All references to the words “real estate mortgage investment
            conduit” herein shall have the meaning assigned to such words in
            Section 860D of the Code. Additionally, whenever used in this Agreement, the
            following words and phrases, unless the context otherwise requires, shall have the
            following meanings:


            
            Accrual Period: For any Class of
            Certificates and any Distribution Date, the calendar month immediately preceding such
            Distribution Date.


            
            Additional Disclosure Notification: As
            defined in Section 9.02.


            
            Additional Form 10-D Disclosure: As
            defined in Section 9.02.


            
            Additional Form 10-K Disclosure: As
            defined in Section 9.03.


            
            Adverse REMIC Event: Shall have the meaning
            set forth in Section 3.01(f) hereof.


            
            Affiliate: An “affiliate” of,
            or person “affiliated” with, a specific person, is a person that directly,
            or indirectly through one or more intermediaries, controls or is controlled by, or is
            under common control with, the person specified.


            
            Aggregate Denomination: As to any Class and
            date of determination, the aggregate of the denominations of the Outstanding
            Certificates of such Class on such date.


            
            Agreement: This Trust Agreement and all
            amendments hereof and supplements hereto.


            
            Allocation Percentage: With respect to each
            Class of Exchangeable REMIC Certificates or Exchangeable Certificates, a fraction, the
            numerator of which is equal to excess of the Initial Authorized Denomination of such
            Class of Certificates over the Aggregate Denomination of such Class of Certificates at
            the close of business on the related Record Date and the denominator of which is the
            Initial Authorized Denomination of such Class of Certificates.


            
            Authorized Officer: The Chairman of the
            Board, the President or any Executive Vice President, Senior Vice President or Vice
            President.


            
            Available Funds: With respect to any
            Distribution Date, an amount equal to the amount received on the Underlying
            Certificates on such Distribution Date less amounts withdrawn pursuant to
            Section 3.04(ii), plus any amounts (a) deposited to the Trust Certificate Account
            pursuant to Section 5.04 or otherwise on deposit in the Trust Certificate Account as of
            such Distribution Date pursuant to


             


            
            -3-


             

            
            


            

            

            
            Section 3.03 and (b) deposited to the Exchangeable Certificate
            Trust Account pursuant to Section 11.06 or otherwise on deposit in the Exchangeable
            Certificate Trust Account as of such Distribution Date.


            
            Beneficial Holder: A Person holding a
            beneficial interest in any Certificate through a Participant or an Indirect Participant
            or a Person holding a beneficial interest in any Definitive Certificate.


            
            Book-Entry Certificate: Any Certificate
            registered in the name of the Depository or its nominee. Initially, the Class A
            Certificates shall be Book-Entry Certificates.


            
            Business Day: As defined in the Underlying
            Pooling Agreement.


            
            Certificate: Any Trust Certificate,
            Exchangeable Certificate or Exchangeable REMIC Certificate.


            
            Certificate Balance: With respect to any
            Certificate at any date, the maximum dollar amount of principal to which the Holder
            thereof is then entitled hereunder, such amount being equal to the Denomination thereof
            (i) minus (1) all distributions of principal previously made with respect thereto and
            (2) all allocations of Class A Loss Amounts previously allocated with respect
            thereto pursuant to Section 3.10(a) and (ii) plus the amount of any increase
            to the Certificate Balance of such Certificate in respect of Recoveries pursuant to
            Section 3.10(b).


            
            Certificateholder or Holder: The Person in
            whose name a Certificate is registered in the Certificate Register, except that, solely
            for the purpose of giving any consent pursuant to this Agreement (except as required
            pursuant to Section 10.01), any Certificate registered in the name of the Depositor or
            any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest
            evidenced thereby or Voting Rights assigned thereto shall not be taken into account in
            determining whether the requisite amount of Percentage Interests or Voting Rights, as
            the case may be, necessary to effect such consent has been obtained;
            provided,
            however, that if any such Person (including
            the Depositor or any Affiliate thereof) owns 100% of the Percentage Interests evidenced
            by a Class of Certificates or of the Voting Rights assigned thereto, such Certificates
            shall be taken into account for purposes of any provision hereof that requires the
            consent of the Holders of Certificates of a particular Class as a condition to the
            taking of any action hereunder. The Trust Administrator and the Trustee are entitled to
            rely conclusively on a certification of the Depositor or any Affiliate of the Depositor
            in determining which Certificates are registered in the name of an Affiliate of the
            Depositor.


            
            Certificate Register: The register
            maintained pursuant to Section 4.02 hereof which shall provide for the
            registration of Certificates and of transfers and exchanges of Certificates, as herein
            provided.


            
            Class: Collectively, all of the
            Certificates bearing the same designation.


            
            Class A-1 Certificate: Any Class A-1
            Certificate executed and delivered by the Trust Administrator substantially in the form
            annexed hereto as Exhibit A-2, evidencing an interest in the Exchangeable
            Certificate Trust Fund.


            
            Class A-2 Certificate: Any Class A-2
            Certificate executed and delivered by the Trust Administrator substantially in the form
            annexed hereto as Exhibit A-1, evidencing an interest designated as a
            “regular interest” in the REMIC II for purposes of the REMIC
            Provisions.


             


            
            -4-


             

            
            


            

            

            
            Class A-3 Certificate: Any Class A-3
            Certificate executed and delivered by the Trust Administrator substantially in the form
            annexed hereto as Exhibit A-1, evidencing an interest designated as a
            “regular interest” in the REMIC II for purposes of the REMIC
            Provisions.


            
            Class A-4 Certificate: Any Class A-4
            Certificate executed and delivered by the Trust Administrator substantially in the form
            annexed hereto as Exhibit A-2, evidencing an interest in the Exchangeable
            Certificate Trust Fund.


            
            Class A-5 Certificate: Any Class A-5
            Certificate executed and delivered by the Trust Administrator substantially in the form
            annexed hereto as Exhibit A-2, evidencing an interest in the Exchangeable
            Certificate Trust Fund.


            
            Class A Certificate: Any of the Class
            A-1, Class A-2, Class A-3, Class A-4 or Class A-5 Certificates.


            
            Class A Loss Amount: With respect to
            the Class A-1, Class A-2 and Class A-4 Certificates, and on each Distribution
            Date, the excess of the aggregate Class Principal Balance of such Certificates over the
            Underlying Certificate Balance, in each case after giving effect to all distributions
            on or prior to such Distribution Date.


            
            Class AR Certificate: Any one of the
            Class AR Certificates executed and delivered hereunder by the Trust Administrator
            substantially in the form annexed hereto as Exhibit B.  Component I of the
            Class AR Certificates is designated as the sole class of residual interests in the
            REMIC I and Component II of the Class AR Certificates is designated as the sole class
            of residual interests in the REMIC II for purposes of the REMIC
            Provisions.


            
            Class Interest Shortfall: With respect
            to any Distribution Date and each Class of Certificates, the amount by which the amount
            described in clause (i) of the definition of Interest Distribution Amount for such
            Class, exceeds the amount of interest actually distributed on such Class on such
            Distribution Date.


            
            Class Principal Balance: With respect to
            any Class A-1, Class A-2, Class A-4 or Class A-5 Certificate, and as to any date of
            determination, the aggregate of the Certificate Balances of all Certificates of such
            Class as of such date.


            
            Class Unpaid Interest Amounts: With
            respect to any Distribution Date and each Class of Certificates, the amount by which
            the aggregate Class Interest Shortfalls for such Class on prior Distribution
            Dates exceeds the amount distributed on such Class on prior Distribution Dates
            pursuant to clause (ii) of the definition of Interest Distribution
            Amount.


            
            Closing Date: December 28, 2007.


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


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


            
            Corporate Trust Office: With respect to the
            Trustee, the designated office of the Trustee at which at any particular time its
            corporate trust business with respect to this Agreement shall be administered, which
            office at the date of the execution of this Agreement is located at 60 Livingston
            Avenue, St. Paul, Minnesota 55107, Attention: Corporate Trust—Structured
            Finance—CSMC 2007-5R. With respect to the Trust Administrator, the designated
            office of the Trust Administrator at which at any particular time its corporate trust
            business with respect to this Agreement shall be administered, which office at the date
            of the execution of this Agreement is located at 9062 Old Annapolis Road,
            Columbia,


             


            
            -5-


             

            
            


            

            

            MD
            21045, Attention: CSMC 2007-5R, except for purposes of Section 4.06 and
            certificate transfer purposes, such term shall mean the office or agency of the Trust
            Administrator located at Wells Fargo Bank, N.A., 6th Street and Marquette Avenue,
            Minneapolis, Minnesota 55479, Attention: CSMC 2007-5R.


            
            Definitive Certificate: As defined in
            Section 4.07.


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


            
            Depositor: Credit Suisse First Boston
            Mortgage Securities Corp. or any successors in interest.


            
            Depository: The Depository Trust Company,
            or any successor Depository hereafter named. The nominee of the initial Depository for
            purposes of registering those Certificates that are to be Book-Entry Certificates is
            Cede & Co. The Depository shall at all times be a “clearing
            corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial
            Code of the State of New York and a “clearing agency” registered pursuant
            to the provisions of Section 17A of the Exchange Act.


            
            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.


            
            Disqualified Organization: Any organization
            defined as a “disqualified organization” under Section 860E(e)(5) of
            the Code, which includes any of the following: (i) the United States, any State or
            political subdivision thereof, any possession of the United States, or any agency or
            instrumentality of any of the foregoing (other than an instrumentality which is a
            corporation if all of its activities are subject to tax and, except for the FHLMC, a
            majority of its board of directors is not selected by such governmental unit),
            (ii) a foreign government, any international organization, or any agency or
            instrumentality of any of the foregoing, (iii) any organization (other than
            certain farmers’ cooperatives described in Section 521 of the Code) which is
            exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by
            Section 511 of the Code on unrelated business taxable income), (iv) rural
            electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
            Code, (v) an “electing large partnership” within the meaning of
            Section 775 of the Code, and (vi) any other Person so designated by the Trust
            Administrator based upon an Opinion of Counsel that the holding of an Ownership
            Interest in a Residual Certificate by such Person may cause the REMIC I or the REMIC II
            or any Person having an Ownership Interest in any Class of Certificates (other
            than such Person) to incur a liability for any federal tax imposed under the Code that
            would not otherwise be imposed but for the Transfer of an Ownership Interest in a
            Residual Certificate to such Person. The terms “United States,”
            “State” and “international organization” shall have the
            meanings set forth in Section 7701 of the Code or successor provisions.


            
            Distribution Date: The business day
            following each Underlying Distribution Date, commencing on the First Distribution
            Date.


            
            Eligible Account: Either (i) an
            account or accounts maintained with a federal or state chartered depository institution
            or trust company acceptable to the Rating Agencies or (ii) an account or accounts
            the deposits in which are insured by the FDIC to the limits established by such
            corporation, provided that any such
            deposits not so insured shall be maintained in an account at a depository institution
            or trust company whose commercial paper or other short term debt obligations (or, in
            the case of a depository institution or trust company which is the principal subsidiary
            of a holding company, the


             


            
            -6-


             

            
            


            

            

            
            commercial paper or other short term debt obligations of such holding
            company) have been rated by each Rating Agency in its highest short term rating
            category, or (iii) a segregated trust account or accounts (which shall be a
            “special deposit account”) maintained with the Trustee, the Trust
            Administrator or any other federal or state chartered depository institution or trust
            company, acting in its fiduciary capacity, in a manner acceptable to the Trustee, the
            Trust Administrator and the Rating Agencies.


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


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


            
            Exchangeable Certificates: The Class A-5
            Certificates.


            
            Exchangeable Certificate Trust Account: As
            defined in Section 11.06 of this Agreement.


            
            Exchangeable Certificate Trust Fund: The
            corpus of the trust created by Article XI of this Agreement, consisting of the
            Exchangeable Certificate Trust Account and the Uncertificated REMIC II Regular
            Interests issued by the REMIC II and all payments thereon and all rights
            thereunder.


            
            Exchangeable Class Interest Distribution
            Amount: As to each Class of Exchangeable REMIC Certificates
            and Distribution Date, an amount equal to the product of (i) the aggregate of the
            distributions on such Distribution Date in respect of interest on the related
            Exchangeable REMIC Class and (ii) the related Allocation Percentage. As to each Class
            of Exchangeable Certificates and Distribution Date, the product of (i) the sum of the
            total distributions of interest on such Distribution Date in respect of interest on
            each Exchangeable REMIC Class in the related Exchangeable REMIC Combination and (ii)
            the related Allocation Percentage.


            
            Exchangeable Class Principal Balance: With
            respect to any Class of Exchangeable REMIC Certificates, at any time, the Class
            Principal Balance of the related Exchangeable REMIC Class multiplied by the related
            Allocation Percentage. With respect to any Class of Exchangeable Certificates, at any
            time, the sum of the Class Principal Balance of each Exchangeable REMIC Class in the
            related Exchangeable REMIC Combination multiplied by the Allocation Percentage related
            to such Class of Exchangeable Certificates.


            
            Exchangeable Class Principal Distribution
            Amount: As to each Class of Exchangeable REMIC Certificates
            and Distribution Date, an amount equal to the product of (i) the aggregate of the
            distributions on such Distribution Date in respect of principal on the related
            Exchangeable REMIC Class and (ii) the related Allocation Percentage. As to each Class
            of Exchangeable Certificates and Distribution Date, the product of (i) the sum of the
            total amount of distributions of principal on such Distribution Date in respect of
            principal such related Exchangeable REMIC Class and (ii) the related Allocation
            Percentage.


            
            Exchangeable Loss Allocation Amount: As to
            each Class of Exchangeable REMIC Certificates and each Distribution Date, an amount
            equal to the product of (i) the Class A Loss Amounts on such Distribution Date
            allocated to the related Exchangeable REMIC Class and (ii) the related Allocation
            Percentage. As to each Class of Exchangeable Certificates and each Distribution Date,
            the sum of the Class A Loss Amounts on such Distribution Date allocated to each
            Exchangeable REMIC Class in the related Exchangeable REMIC Combination multiplied by
            the Allocation Percentage related to such Class of Exchangeable
            Certificates.


             


            
            -7-


             

            
            


            

            

            
            Exchangeable REMIC Classes or Exchangeable REMIC
            Certificates: The Class A-1 Certificates, Class A-4
            Certificates, or the Certificates of each such Class, as the context may require,
            issued hereunder.


            
            Exchangeable REMIC Combination: The Class
            A-1 Certificates and Class A-4 Certificates.


            
            FDIC: The Federal Deposit Insurance
            Corporation or any successor.


            
            First Distribution Date: January 28,
            2008.


            
            Fitch: Fitch Ratings or any successor
            thereto.


            
            Form 8-K Disclosure Information: As defined
            in Section 9.04.


            
            Independent: When used with respect to any
            specified Person, such a Person who (i) is in fact independent of the Depositor, (ii)
            does not have any direct financial interest in the Depositor or in an Affiliate, and
            (iii) is not connected with the Depositor as an officer, employee, promoter,
            underwriter, trustee, partner, director or person performing similar
            functions.


            
            Initial Class Principal Balance: With
            respect to each Class of Certificates, the Class Principal Balance of such Class of
            Certificates as of the Closing Date, as set forth in the Preliminary Statement
            hereto.


            
            Initial Authorized Denomination: With
            respect to any Exchangeable Certificate or Exchangeable REMIC Certificate, the amount
            set forth with respect to such Class in Exhibit L under the heading, “Relative
            Original Amount.”


            
            Interest Distribution Amount: With respect
            to any Distribution Date and each Class of Certificates, the sum of (i) one
            month’s interest accrued during the related Accrual Period at the Pass-Through
            Rate on the related Class Principal Balance, subject to reduction pursuant to
            Sections 3.01(g), 3.05(b), 5.03(a), 5.03(b), 6.05 and 7.05, and (ii) any
            Class Unpaid Interest Amounts for such Class and Distribution
            Date.


            
            Issue Date: December 28, 2007.


            
            Maturity Date: With respect to each Class
            of Certificates, the Distribution Date in July 2036.


            
            Mortgage Loans: The mortgage loans in which
            the Underlying Certificates evidence a beneficial ownership interest.


            
            Non-United States Person: Any Person other
            than a United States Person.


            
            Notice of Final Distribution: With respect
            to the Underlying Certificates, the notice to be provided pursuant to the Underlying
            Pooling Agreement to the effect that final distribution on the Underlying Certificates
            shall be made upon presentation and surrender thereof.


            
            Notice of Termination: Any of the notices
            given by the Trust Administrator pursuant to Section 8.01(b).


             


            
            -8-


             

            
            


            

            

            
            Officer’s Certificate: A certificate
            signed by the Chairman of the Board, any Vice Chairman of the Board, the President, an
            Executive Vice President, Senior Vice President, a Vice President, or other authorized
            officer, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
            Secretaries of the Depositor, the Trustee or the Trust Administrator, as the case may
            be, and delivered to the Depositor, the Trustee or the Trust Administrator, as required
            by this Agreement.


            
            Opinion of Counsel: A written opinion of
            counsel, who may be counsel for the Depositor, including in-house counsel, reasonably
            acceptable to the Trustee and the Trust Administrator. With respect to the definition
            of Eligible Account in this Article I and any opinion dealing with the qualification of
            a REMIC created hereunder or compliance with the REMIC Provisions, such counsel must
            (i) in fact be Independent of the Depositor, (ii) not have any direct
            financial interest in the Depositor, or in any affiliate of the Depositor and
            (iii) not be connected with the Depositor as an officer, employee, promoter,
            underwriter, trustee, partner, director or Person performing similar
            functions.


            
            Outstanding Certificate: Any Outstanding
            Exchangeable Certificate and Outstanding REMIC Certificate.


            
            Outstanding Exchangeable Certificate: Any
            Exchangeable Certificate issued hereunder; provided, however, that upon the exchange of
            any Exchangeable Certificate pursuant to Section 11.03 hereof, the Exchangeable
            Certificate so exchanged shall be deemed no longer to be an Outstanding Certificate,
            and each Exchangeable REMIC Certificate issued in exchange therefor shall be deemed to
            be an Outstanding Exchangeable REMIC Certificate.


            
            Outstanding Exchangeable REMIC Certificate:
            Any Exchangeable REMIC Certificate issued hereunder; provided, however, that upon the
            exchange of any Exchangeable REMIC Certificate pursuant to Section 11.03 hereof, the
            Exchangeable REMIC Certificate so exchanged shall be deemed no longer to be an
            Outstanding Exchangeable REMIC Certificate, and the Exchangeable Certificate issued in
            exchange therefor shall be deemed to be an Outstanding Exchangeable
            Certificate.


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


            
            Pass-Through Rate: For all Classes of
            Certificates, the per annum rate set forth in the Pass-Through Rate column in
            the table under the heading "REMIC II" in the Preliminary Statement
            hereto.


            
            Percentage Interest: With respect to any
            Certificate (other than a Class AR Certificate), the undivided percentage
            Ownership Interest in the related Class evidenced by such Certificate, which percentage
            Ownership Interest shall be equal to the initial Certificate Balance (or notional
            amount with respect to the Class A-3 Certificates) thereof divided by the
            aggregate Initial Class Principal Balance of all the Certificates of the same Class.
            With respect to a Class AR Certificate, the interest in distributions to be made
            with respect to such Class evidenced thereby, expressed as a percentage, as stated on
            the face of each such Certificate.


            
            Permitted Transferee: Any Transferee of a
            Class AR Certificate other than (i) the United States, any state or any political
            subdivision thereof, any possession of the United States, or any agency or
            instrumentality of any of the foregoing (other than an instrumentality which is a
            corporation if all of its activities are subject to tax and, except for the Federal
            Home Loan Mortgage Corporation, a majority of its board of directors is not selected by
            any such governmental unit), (ii) a foreign government, international organization or
            any agency or instrumentality of either of the foregoing, (iii) an organization (except
            certain farmers’ cooperatives described in Section 521 of the Code) which is
            exempt from tax imposed by Chapter 1 of the Code (unless such organization is subject
            to the tax imposed by Section 511


             


            
            -9-


             

            
            


            

            

            of
            the Code on unrelated business taxable income), (iv) rural electric and telephone
            cooperatives described in Section 1381 of the Code, (v) an electing large
            partnership under Section 775 of the Code and (vi) any other Person so designated
            by the Trust Administrator based upon an Opinion of Counsel that the holding of an
            Ownership Interest in a Class AR Certificate by such Person may cause the Trust
            Fund or any Person having an Ownership Interest in any Class of Certificates, other
            than such Person, to incur a liability for any tax imposed under the Code that would
            not otherwise be imposed but for the Transfer of an Ownership Interest in a
            Class AR Certificate to such Person. The terms “United States,”
            “State” and “international organization” shall have the
            meanings set forth in Section 7701 of the Code or successor provisions.


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


            
            Principal Distribution Amount: With respect
            to any Distribution Date, the balance of the Available Funds remaining after the
            aggregate Interest Distribution Amount for such Distribution Date has been distributed,
            subject to reduction pursuant to Sections 3.01(g), 5.03(a), 5.03(b), 6.05 and 7.05
            to the extent not reimbursed from the Interest Distribution Amount for such
            Distribution Date.


            
            Prospectus Supplement: The prospectus
            supplement dated December 28, 2007, relating to the CSMC Mortgage Trust 2007-5R,
            Mortgage Trust Certificates, Series 2007-5R.


            
            Rating Agencies: Fitch and
            S&P.


            
            Record Date: With respect to any
            Distribution Date, other than the First Distribution Date, the close of business on the
            last Business Day of the month preceding such Distribution Date, and with respect to
            the First Distribution Date, the Closing Date.


            
            Recoveries: Subsequent recoveries with
            respect to the Underlying Mortgage Loans to the extent they result in an increase to
            the certificate principal balance of the Underlying Certificates in accordance with the
            terms of the Underlying Pooling Agreement.


            
            Regulation AB: Means 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 Red. 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 K attached
            hereto. For clarification purposes, multiple parties can have responsibility for the
            same Relevant Servicing Criteria. With respect to a Servicing Function Participant
            engaged by the Trust Administrator, the term “Relevant Servicing Criteria”
            may refer to a portion of the Relevant Servicing Criteria applicable to such
            party.


             


            
            -10-


             

            
            


            

            

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


            
            REMIC I:  The segregated pool of assets, with respect to
            which a real estate mortgage investment conduit election is made pursuant to this
            Agreement, consisting of:


            
            (a)           
            the Underlying Certificates,
                                                      
                                                      
              


            
            (b)           
            all payments on and collections in respect of the Underlying
            Certificates due after the Closing Date as shall be on deposit in the Trust Certificate
            Account and identified as belonging to the Trust Fund, and


            
            (c)           
            all proceeds of clauses (a) and (b) above.
                                                      
                                   


            
            REMIC I Available Distribution Amount. With
            respect to each Distribution Date, the Available Funds for such Distribution
            Date.


            
            REMIC I Regular Interest. Any regular
            interest described in the table under the heading “REMIC I” in the
            Preliminary Statement to this Agreement.


            
            REMIC II. The REMIC described under the
            heading “REMIC II” in the Preliminary Statement to this
            Agreement.


            
            REMIC II Regular Interest.  As
            defined under the heading “REMIC II” in the Preliminary Statement to
            this Agreement.


            
            REMIC Provisions: Provisions of the federal
            income tax law relating to real estate mortgage investment conduits, which appear at
            Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
            provisions, and temporary and final regulations (or, to the extent not inconsistent
            with such temporary or final regulations, proposed regulations) and published rulings,
            notices and announcements promulgated thereunder, as the foregoing may be in effect
            from time to time.


            
            Residual Certificate: Any Class AR
            Certificate.


            
            Responsible Officer: When used with respect
            to the Trust Administrator, shall mean any officer within the corporate trust
            department of the Trust Administrator, including any Assistant Vice President, the
            Secretary, any Vice President, Assistant Secretary, the Treasurer, any Assistant
            Treasurer, any Trust Officer or any other officer of the Trust Administrator
            customarily performing functions similar to those performed by any of the above
            designated officers and any officer within the Corporate Trust Department having direct
            responsibility for the administration of this Agreement. When used with respect to the
            Trustee, shall mean any officer within the Corporate Trust Department having direct
            responsibility for the administration of this Agreement and also, with respect to a
            particular matter, any other officer to whom such matter is referred because of such
            officer’s knowledge of and familiarity with the particular subject.


             


            
            -11-


             

            
            


            

            

            
            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: As defined in
            Section 9.09.


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


            
            Servicing Function Participant: The Trust
            Administrator or any sub-servicer or subcontractor (other than the Trustee) engaged by
            the Trust Administrator, that is performing activities addressed by the Servicing
            Criteria, unless such sub-servicer’s or subcontractor’s activities relate
            only to 5% or less of the Mortgage Loans (measured by aggregate Stated Principal
            Balance of the Mortgage Loans, annually at the commencement of the calendar year prior
            to the year in which an Assessment of Compliance is required to be delivered,
            multiplied by a fraction, the numerator of which is the number of months during which
            such Servicing Function Participant Services the related Mortgage Loans and the
            denominator of which is 12, or, in the case of the year in which the Closing Date
            occurs, the number of months elapsed from the Cut-Off Date to the end of such calendar
            year).


            
            Startup Day: The Closing Date.


            
            Tax Matters Person: The person designated
            as “tax matters person” in the manner provided under Treasury regulation
            § 1.860F 4(d) and temporary Treasury regulation § 301.6231(a)(7)1T.
            Initially, the Tax Matters Person shall be the Trust Administrator.


            
            Termination Date: The Distribution Date on
            which the Underlying Certificate Balance has been reduced to zero.


            
            Transfer: Any direct or indirect transfer,
            sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a
            Certificate.


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


            
            Transferor: Any Person who is disposing by
            Transfer of any Ownership Interest in a Certificate.


            
            Trust Administrator: Wells Fargo Bank,
            N.A., in its capacity as certificate administrator under this Agreement, or any
            successor certificate administrator appointed under the terms of this
            Agreement.


            
            Trust Certificate: Any Class A-2,
            Class A-3 or Class AR Certificate.


            
            Trust Certificate Account: The separate
            account or accounts created and maintained pursuant to Section 3.03 hereof, which
            shall be entitled “Wells Fargo Bank, N.A., as agent for the Trustee, in trust for
            the registered holders of CSMC Trust 2007-5R, Mortgage Trust Certificates, Series
            2007-5R” and which must be an Eligible Account. Funds deposited in the Trust
            Certificate Account shall be held in trust for the Certificateholders for the uses and
            purposes set forth in Article III hereof.


             


            
            -12-


             

            
            


            

            

            
            Trustee: U.S. Bank National
            Association or its successor in interest, or any successor trustee appointed as herein
            provided.


            
            Trust Fund: The corpus of the trust created
            by and to be administered under this Agreement consisting of: (i) the Underlying
            Certificates, (ii) all distributions thereon after but not including the Underlying
            Distribution Date occurring in December 2007, and (iii) the Trust Certificate Account
            and such assets that are deposited therein from time to time, together with any and all
            income, proceeds and payments with respect thereto.


            
            Uncertificated REMIC II Regular Interests.
            The uncertificated regular interests in REMIC II designated as A-1 and A-4, which
            relate to the Class A-1 Certificates and Class A-4 Certificates issued by the
            Exchangeable Certificate Trust Fund.


            
            Underlying Certificate Balance: With
            respect to the Underlying Certificates, as of any Underlying Distribution Date
            (following all distributions to be made with respect to the Underlying Certificates on
            such Underlying Distribution Date), and as of any date of determination thereafter
            until the next succeeding Underlying Distribution Date, the aggregate outstanding
            principal balance of the Underlying Certificates, determined by reference to the
            Underlying Distribution Date Statement sent to the Trustee, as Underlying
            Certificateholder, relating to such Underlying Distribution Date, which is to be
            determined in accordance with the terms of the Underlying Pooling Agreement.


            
            Underlying Certificateholder: The
            registered owner of the Underlying Certificates.


            
            Underlying Certificates: A certificate that
            represents a 36.106319085% beneficial interest in the Class 5-A-1 Certificates issued
            by the Underlying Trust.


            
            Underlying Distribution Date: With respect
            to the Underlying Certificates, the 25th day of each month, or if such 25th day is not
            a Business Day, the next succeeding Business Day, commencing January 2008.


            
            Underlying Distribution Date Statement:
            With respect to the Underlying Certificates and any Underlying Distribution Date, the
            monthly remittance report forwarded to the Underlying Certificateholder with respect to
            such Underlying Distribution Date pursuant to the terms of the Underlying Pooling
            Agreement.


            
            Underlying Pooling Agreement: The Pooling
            and Servicing Agreement, dated as of April 1, 2006, attached as Exhibit D
            hereto, among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ
            Mortgage Capital, Inc., as seller, Wells Fargo Bank, N.A., as master servicer, as a
            servicer, and as trust administrator, TBW Mortgage Corp., as servicer, and
            U.S. Bank National Association, as trustee, as such agreement may be amended from
            time to time, relating to the Underlying Trust.


            
            Underlying Trust: The TBW Mortgage-Backed
            Trust Series 2006-2 created pursuant to Section 2.01 of the Underlying Pooling
            Agreement and relating to the Underlying Certificates.


            
            United States Person: A citizen or resident
            of the United States, a corporation, partnership or other entity created or organized
            in, or under the laws of, the United States or any political subdivision thereof, or an
            estate or trust whose income from sources without the United States 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.


             


            
            -13-


             

            
            


            

            

            
            Voting Rights: 99% of all of the Voting
            Rights shall be allocated among Holders of the Class A-1, Class A-2, Class
            A-4 and Class A-5 Certificates in proportion to the outstanding Class Principal
            Balances thereof. 1% of all of the Voting Rights shall be allocated among Holders of
            the Class A-3 Certificates. The Class AR Certificates shall have no Voting
            Rights. Voting Rights shall be allocated among the Certificates with Voting Rights
            within each class of Certificates based on their respective Certificate Balances or
            notional amounts, as applicable.


            
            WHFIT: A “widely held fixed
            investment trust” as that term is defined in Treasury Regulations section
            1.671-5(b)(22) or successor provisions.


            
            WHFIT Regulations: Treasury Regulations
            section 1.671-5, as amended.


            
            WHMT: A “widely held mortgage
            trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or
            successor provisions.


             


            
            -14-


             

            
            


            

            

            
            ARTICLE II


             


            
            CONVEYANCE OF THE UNDERLYING CERTIFICATES;


            
            ORIGINAL ISSUANCE OF CERTIFICATES


            
            Section
            2.01.         
            Conveyance of the Underlying Certificates.
                                                      
                


            
            (a)
                      
            The Depositor, concurrently with the execution and delivery hereof, does
            hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust,
            for the use and benefit of the Certificateholders, without recourse, all the right,
            title and interest of the Depositor in and to the Underlying Certificates and all other
            assets constituting the Trust Fund. Such assignment includes, without limitation, all
            amounts payable to and all rights of the Underlying Certificateholder pursuant to the
            Underlying Pooling Agreement.


            
            In connection with such transfer and assignment, on the Closing Date the
            Depositor will deliver to, and deposit with, the Trust Administrator the Underlying
            Certificates, together with a duly issued and authenticated certificate or certificates
            for the Underlying Certificates, evidencing the entire interest in such Underlying
            Certificates, with appropriate endorsements and other documentation sufficient under
            the Underlying Pooling Agreement to transfer such Underlying Certificates to the
            Trustee.


            
            The Trust Administrator hereby acknowledges the receipt by it of the
            Underlying Certificates and the other documents and instruments referenced above, and
            declares that it holds and will hold the Underlying Certificates, and such other
            documents and instruments, and all other assets and documents included in the Trust
            Fund, in trust for the exclusive use and benefit of all present and future
            Certificateholders.


            
            (b)
                    
            It is intended that the conveyance by the Depositor to the Trustee of
            the Underlying Certificates as provided for in this Section 2.01 be construed
            as a sale by the Depositor to the Trustee of the Underlying Certificates for the
            benefit of the Certificateholders. Further, it is not intended that such conveyance be
            deemed to be a pledge of the Underlying Certificates by the Depositor to the Trustee to
            secure a debt or other obligation of the Depositor. Nonetheless, (a) this Agreement is
            intended to be and hereby is a security agreement within the meaning of Articles 8 and
            9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other
            applicable jurisdiction; (b) the conveyance provided for in this Section 2.01
            shall be deemed to be, and hereby is, a grant by the Depositor to the Trustee of a
            security interest in all of the Depositor’s right (including the power to convey
            title thereto), title and interest, whether now owned or hereafter acquired, in and to
            any and all general intangibles, payment intangibles, accounts, chattel paper,
            instruments, documents, money, deposit accounts, certificates of deposit, goods,
            letters of credit, advices of credit and investment property and other property of
            whatever kind or description now existing or hereafter acquired consisting of, arising
            from or relating to any of the following: (A) the Underlying Certificates, (B) all
            amounts payable to the holders of the Underlying Certificates in accordance with the
            terms of the Underlying Pooling Agreement and (C) all proceeds of the conversion,
            voluntary or involuntary, of the foregoing into cash, instruments, securities or other
            property, including without limitation all amounts from time to time held or invested
            in the Trust Certificate Account, whether in the form of cash, instruments, securities
            or other property; (c) the possession by the Trustee or any agent of the Trustee
            of the Underlying Certificates or such other items of property as constitute
            instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
            letters of credit, advices of credit, investment property, certificated securities or
            chattel paper shall be deemed to be “possession by the secured party,” or
            possession by a purchaser or a person designated by such secured party, for purposes of
            perfecting the security interest pursuant to the


             


            
            -15-


             

            
            


            

            

            
            Minnesota Uniform Commercial Code and the Uniform Commercial Code of any
            other applicable jurisdiction as in effect (including, without limitation, Sections
            8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
            property, and acknowledgments, receipts or confirmations from persons holding such
            property, shall be deemed notifications to, or acknowledgments, receipts or
            confirmations from, securities intermediaries, bailees or agents of, or persons holding
            for (as applicable) the Trustee for the purpose of perfecting such security interest
            under applicable law.


            
            (c)
                     
            The Depositor, the Trust Administrator and the Trustee shall, to the
            extent consistent with this Agreement, take such reasonable actions as may be necessary
            to ensure that, if this Agreement were determined to create a security interest in the
            Underlying Certificates and the other property described above, such security interest
            would be determined to be a perfected security interest of first priority under
            applicable law and will be maintained as such throughout the term of this Agreement.
            Without limiting the generality of the foregoing, the Depositor shall prepare and
            deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee
            shall forward for filing, or shall cause to be forwarded for filing, at the expense of
            the Depositor, all filings necessary to maintain the effectiveness of any original
            filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to
            perfect the Trustee’s security interest in or lien on the Underlying
            Certificates, as evidenced by an Officers’ Certificate of the Depositor,
            including without limitation (x) continuation statements, and (y) such other
            statements as may be occasioned by (1) any change of name of the Depositor or the
            Trustee (such preparation and filing shall be at the expense of the Trustee, if
            occasioned by a change in the Trustee’s name) or (2) any change of location of
            the place of business or the chief executive office of the Depositor.


            
            Section
            2.02.         
            Issuance of Trust Certificates.
                                                      
                                      


            
            The Trustee acknowledges the transfer and assignment to it of the
            Underlying Certificates, together with the assignment to it of all other assets
            included in the Trust Fund, and declares that the Trustee (or the Trust
            Administrator on its behalf) holds and will hold the Underlying Certificates and
            all other assets included in the Trust Fund in trust for the benefit of all present and
            future Certificateholders. The Trust Administrator hereby acknowledges the delivery of
            the Underlying Certificates. Concurrently with such transfer and delivery, the Trust
            Administrator has duly executed, authenticated and delivered, to or upon the order of
            the Depositor, the Trust Certificates in authorized denominations, registered in such
            names as the Depositor has requested, and such Trust Certificates, together with the
            Uncertificated REMIC II Regular Interests, evidence the beneficial interest
            in the REMIC II.


            
            Section 2.03.      
            Purposes and Powers of the Trust Fund and the Exchangeable
            Certificate Trust Fund.


            
            The purpose of the trusts, as created hereunder, is to engage in the
            following activities:


            
            (a)           
            to sell the Certificates to the Depositor in exchange for the Underlying
            Certificates;


            
            (b)           
            to enter into and perform its obligations under this
            Agreement;                               


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


             


            
            -16-


             

            
            


            

            

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


            
            The trusts are hereby authorized to engage in the foregoing activities.
            The trusts shall not engage in any activity other than in connection with the foregoing
            or other than as required or authorized by the terms of this Agreement while any
            Certificate is outstanding without the consent of the Certificateholders evidencing a
            majority of the aggregate Voting Rights of the Certificates.


            
            ARTICLE III


             


            
            ADMINISTRATION OF THE UNDERLYING CERTIFICATES;


            
            PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS


            
            Section
            3.01.         
            REMIC Provisions.
                                                      
                                                      


            
            (a)
                     
            The Depositor hereby elects and authorizes the Trust Administrator to
            treat the Trust Fund as the number of separate REMICs specified in the Preliminary
            Statement under the Code and, if necessary, under applicable state law. Each
            election will be made on Form 1066 or other appropriate federal tax or information
            return (including Form 8811) or any appropriate state return (x) for the taxable
            year ending on the last day of the calendar year in which the Certificates are issued
            and (y) for the taxable year ending on the last day of the calendar year in which
            Certificates are first sold to a third party. The Closing Date is hereby designated as
            the “startup day” of each REMIC created hereunder within the meaning
            of Section 860G(a)(9) of the Code. The “regular interests” (within the
            meaning of Section 860G of the Code) in each REMIC shall consist of
            the regular interests with the terms set forth for each REMIC in the Preliminary
            Statement and the Class AR Certificates shall represent the beneficial
            ownership of the “residual interest” in each REMIC created hereunder.
            None of the Depositor, the Trust Administrator or the Trustee shall permit the creation
            of any “interests” (within the meaning of Section 860G of the Code)
            in any REMIC other than as set forth herein.


            
            (b)
                    
            The Trust Administrator shall act as the “Tax Matters
            Person” (within the meaning of the REMIC Provisions) for each REMIC created
            hereunder, in the manner provided under Treasury regulations section 1.860F
            4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event
            that for any reason, the Trust Administrator is not recognized as the Tax Matters
            Person then the Trust Administrator shall act as agent for the holder of the largest
            percentage interest in the Class AR Certificateholder as Tax Matters Person. By
            its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such
            appointment and shall have consented to the appointment of the Trust Administrator as
            its agent to act on behalf of each REMIC created hereunder pursuant to the
            specific duties outlined herein.


            
            (c)
                     
            A Holder of a Residual Certificate, by the purchase of such Certificate,
            shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator,
            the amount of any minimum California state franchise taxes due with respect
            to each REMIC created hereunder under Sections 23151(a) and 23153(a) of
            the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust
            Administrator shall be authorized to retain the amount of such tax from amounts
            otherwise distributable to such Holder in the event such Holder does not promptly pay
            such amount upon demand by the Trust Administrator. In the event that any other
            federal, state or local tax is imposed, including without limitation taxes imposed on a
            “prohibited transaction” of any REMIC as defined in Section 860F
            of the Code, such tax shall be charged against amounts otherwise available for
            distribution to the applicable Holder of a Residual Certificate and then against
            amounts otherwise available for distribution to the Holders of REMIC II Regular
            Interests in accordance with the provisions set forth herein.


             


            
            -17-


             

            
            


            

            

            
            (d)
                     
            The Trust Administrator shall act as attorney-in-fact and as the Tax
            Matters Person of each REMIC created hereunder and in such capacity the Trust
            Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed
            and filed, federal and state tax returns using a calendar year as the taxable year for
            each REMIC created hereunder when and as required by the REMIC Provisions and other
            applicable federal income tax laws as the direct representative of each such REMIC in
            compliance with the Code and shall provide copies of such returns as required by the
            Code; (ii) make an election, on behalf of each REMIC created hereunder, to be
            treated as a REMIC on the federal tax return of such REMIC for its first taxable year,
            in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause
            to be prepared and forwarded, to the Certificateholders and to any governmental taxing
            authority all information reports as and when required to be provided to them in
            accordance with the REMIC Provisions. The expenses of preparing and filing such returns
            shall be borne by the Trust Administrator. The Depositor shall provide on a prompt and
            timely basis to the Trust Administrator or its designee such information with respect
            to each REMIC created hereunder as is in their possession and reasonably required or
            requested by the Trust Administrator to enable it to perform its obligations under this
            subsection.


            
            In its capacity as attorney-in-fact and as the Tax Matters Person, the
            Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in
            relation to any tax matter or controversy involving the Trust Fund, (B) represent the
            Trust Fund in any administrative or judicial proceeding relating to an examination or
            audit by any governmental taxing authority with respect thereto and (C) cause to
            be paid solely from the sources provided herein the amount of any taxes imposed on any
            REMIC created hereunder when and as the same shall be due and payable (but such
            obligation shall not prevent the Trust Administrator or any other appropriate Person
            from contesting any such tax in appropriate proceedings and shall not prevent the Trust
            Administrator from withholding payment of such tax, if permitted by law, pending the
            outcome of such proceedings).


            
            (e)
                    
            The Trust Administrator shall provide (i) to any transferor of a
            Residual Certificate such information as is necessary for the application of any tax
            relating to the transfer of a Residual Certificate to any Person who is not a permitted
            transferee, (ii) to the Certificateholders such information or reports as are
            required by the Code or the REMIC Provisions including reports relating to interest,
            original issue discount and market discount or premium and (iii) to the Internal
            Revenue Service the name, title, address and telephone number of the person who will
            serve as the representative of the REMIC created hereunder.


            
            (f)
                      
            The Trustee, to the extent directed by the Trust Administrator, the
            Depositor and the Holder of the Residual Certificates shall take any action or cause
            the Trust Fund to take any action necessary to create or maintain the status of each
            REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each
            other as necessary to create or maintain such status. None of the Trustee (to the
            extent directed or (in the case of a failure to act) not directed by the Trust
            Administrator), the Trust Administrator or the Holder of the Residual Certificates
            shall take any action, cause the Trust Fund to take any action or fail to take (or fail
            to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken
            or not taken, as the case may be, could (i) endanger the status of any REMIC
            created hereunder as a REMIC or (ii) result in the imposition of a tax
            upon any 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 in Section 860G(d) of the Code) (either such event, an “Adverse
            REMIC Event”) unless the Trustee and the Trust Administrator 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.


            
            The Trustee and the Trust Administrator shall not take or fail to take
            any action (whether or not authorized hereunder) as to which the Depositor has advised
            it in writing that it has received an


             


            
            -18-


             

            
            


            

            

            
            Opinion of Counsel to the effect that an Adverse REMIC Event could occur
            with respect to such action. In addition, prior to taking any action with respect to
            any REMIC or their assets, or causing any REMIC created hereunder to take any action,
            which is not expressly permitted under the terms of this Agreement, the Trustee and the
            Trust Administrator will consult with the Depositor or its designees, in writing, with
            respect to whether such action could cause an Adverse REMIC Event to occur with respect
            to any REMIC created hereunder and the Trustee and the Trust Administrator shall not
            take any such action or cause any REMIC to take any such action as to which the
            Depositor has advised it in writing that an Adverse REMIC Event could occur.


            
            In addition, prior to taking any action with respect to any REMIC
            created hereunder or the assets therein, or causing any REMIC created hereunder to take
            any action, which is not expressly permitted under the terms of this Agreement, the
            Holder of the Residual Certificates will consult with the Trust Administrator or its
            designee, in writing, with respect to whether such action could cause an Adverse REMIC
            Event to occur with respect to any REMIC created hereunder, and no such Person shall
            take any action or cause the Trust Fund to take any such action as to which the Trust
            Administrator has advised it in writing that an Adverse REMIC Event could occur. The
            Trustee and the Trust Administrator may consult with counsel to make such written
            advice, and the cost of same shall be borne by the party seeking to take action not
            permitted by this Agreement.


            
            At all times as may be required by the Code, the Trust Administrator
            will, to the extent within its control and the scope of its duties more specifically
            set forth herein, maintain substantially all of the assets of each REMIC created
            hereunder as “qualified mortgages” as defined in Section 860G(a)(3) of
            the Code and “permitted investments” as defined in Section 860G(a)(5)
            of the Code.


            
            (g)
                     
            In the event that any tax is imposed on “prohibited
            transactions” of any REMIC created hereunder, as defined in
            Section 860F(a)(2) of the Code, on “net income from foreclosure
            property” of such REMIC, as defined in Section 860G(c) of the Code, on
            any contributions to a REMIC after the Startup Day therefor pursuant to
            Section 860G(d) of the Code, or any other tax is imposed by the Code or any
            applicable provisions of state or local tax laws, such tax shall be charged (i) to
            the Trust Administrator, if such tax arises out of or results from a breach by the
            Trust Administrator of any of its obligations under this Article III, (ii) to the
            Trustee, if such tax arises out of or results from a breach by the Trustee of any of
            its obligations under this Article III or (iii) otherwise against amounts on
            deposit in the Trust Certificate Account and on the Distribution Date(s) following such
            reimbursement the aggregate of such taxes shall be allocated first, in reduction of the
            amount referred to in clause (i) of the definition of Interest Distribution Amount
            for such Distribution Date for each Class of Trust Certificates to be
            allocated pro rata (based on the
            amount of the Interest Distribution Amount for each such Class before reduction
            pursuant to this Section 3.01(g)) and then, if remaining unreimbursed, in
            reduction of the Principal Distribution Amount for such Distribution Date. In
            accordance with the foregoing, the Trustee or the Trust Administrator, as applicable,
            shall promptly deposit in the Trust Certificate Account the amount of any such tax as
            applicable.


            
            For purposes of this Section 3.01(g), a tax is imposed following
            the final and unappealable determination under the Code of the amount of such tax and
            written notice thereof by the Tax Matters Person to the party to be charged.


            
            (h)
                     
            The Trust Administrator shall, for federal income tax purposes, maintain
            books and records with respect to each REMIC created hereunder on a calendar year and
            on an accrual basis or as otherwise may be required by the REMIC Provisions.


            
            (i)
                     
            Following the Startup Day, neither the Trustee (which will act only at
            the direction of the Trust Administrator or as otherwise specifically provided in this
            Agreement) nor the Trust


             


            
            -19-


             

            
            


            

            

            
            Administrator shall accept any contributions of assets to any REMIC
            created hereunder unless the Trustee or the Trust Administrator shall have received an
            Opinion of Counsel (at the expense of the party seeking to make such contribution) to
            the effect that the inclusion of such assets in such REMIC will not cause the
            REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding,
            or subject the REMIC to any tax under the REMIC Provisions or other applicable
            provisions of federal, state and local law or ordinances.


            
            (j)
                     
            Neither the Trustee (which will act only at the direction of the Trust
            Administrator or as otherwise specifically provided in this Agreement) nor the Trust
            Administrator shall enter into any arrangement by which any REMIC will receive a fee or
            other compensation for services nor permit such REMIC to receive any income from assets
            other than “qualified mortgages” as defined in Section 860G(a)(3) of
            the Code or “permitted investments” as defined in Section 860G(a)(5)
            of the Code.


            
            (k)
                     
            Within 30 days after the Closing Date, the Trust Administrator shall
            apply to the Internal Revenue Service for an employer identification number for each
            REMIC created hereunder by means of a Form SS-4 or other acceptable means and prepare
            and file with the Internal Revenue Service Form 8811, “Information Return for
            Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
            Obligations” for the REMIC created hereunder.


            
            (l)
                     
            Neither the Trustee (which will act only at the direction of the Trust
            Administrator or as otherwise specifically provided in this Agreement) nor the Trust
            Administrator shall acquire any assets for any REMIC, or sell or dispose of any
            investments in the Trust Certificate Account for gain or accept any contributions to
            any REMIC after the Closing Date unless it has received an Opinion of Counsel that
            such sale, disposition, substitution or acquisition will not affect adversely the
            status of any REMIC created hereunder as a REMIC.


            
            (m)
                    
            In order to enable the Trust Administrator to perform its duties as set
            forth herein, the Depositor shall provide, or cause to be provided to the Trust
            Administrator, within ten days after the Closing Date, all information or data the
            Trust Administrator determines to be relevant for tax purposes to the valuations and
            offering prices of the Certificates, including, without limitation, the price, yield,
            prepayment assumption and projected cash flows of the Certificates and the Trust
            Administrator shall be entitled to rely upon any and all such information and data in
            the performance of its duties set forth herein. The Depositor shall indemnify the Trust
            Administrator and hold it harmless for any loss, liability, damage, claim or expense of
            the Trust Administrator arising from any failure of the Depositor to provide, or to
            cause to be provided, accurate information or data to the Trust Administrator on a
            timely basis. The indemnification provisions hereunder shall survive the termination of
            this Agreement and shall extend to any co-trustee and co-Trust Administrator appointed
            pursuant to this Agreement.


            
            Section
            3.02.         
            Collection of Monies.
                                                      
                                                   


            
            Upon its receipt of a Notice of Final Distribution, the Trust
            Administrator shall present and surrender the Underlying Certificates, for final
            payment thereon in accordance with the terms and conditions of Underlying Pooling
            Agreement and such Notice of Final Distribution. The Trust Administrator shall promptly
            deposit in the Trust Certificate Account the final distribution received upon
            presentation and surrender of the Underlying Certificates.


            
            Section 3.03.       
            Establishment of Trust Certificate Account; Deposits in Trust
            Certificate Account.


            
            (a)
                    
            The Trust Administrator shall establish and maintain the Trust
            Certificate Account. The Trust Administrator shall cause the following payments and
            collections in respect of the Underlying Certificates to be deposited directly into the
            Trust Certificate Account:


             


            
            -20-


             

            
            


            


            
            (i)
                      
            all distributions received by it on the Underlying Certificates
            subsequent to the Closing Date;


            
            (ii)
                     
            amounts received pursuant to Section 5.04; and
                                                     


            
            (iii)
                    any
            other amounts specifically required to be deposited in the Trust Certificate Account
            hereunder.


            The
            foregoing requirements for deposit in the Trust Certificate Account shall be
            exclusive.


            
            (b)
                     
            Funds in the Trust Certificate Account shall be held uninvested.
                                        


            
            Section
            3.04.         
            Permitted Withdrawals From the Trust Certificate
            Account.
                                


            
            The Trust Administrator may from time to time withdraw funds from the
            Trust Certificate Account and Exchangeable Certificate Trust Account for the following
            purposes:


            
            (i)
                     
            to make distributions in the amounts and in the manner provided for in
            Section 3.05;


            
            (ii)
                     
            to reimburse the Trust Administrator, the Depositor or the Trustee for
            expenses incurred by and reimbursable to the Trust Administrator, the Depositor or the
            Trustee pursuant to Sections 3.01(g), 5.03(a), 5.03(b), 6.05 or 7.05 or as
            otherwise permitted under this Agreement; and


            
            (iii)
                    
            to clear and terminate the Trust Certificate Account upon the
            termination of this Agreement.


            
            Section
            3.05.         
            Distributions.
                                                      
                                                      
                      


            
            (a)
                    
            On each Distribution Date, the Trust Administrator shall distribute to
            each Certificateholder of record on the related Record Date (other than as provided in
            Section 8.01 respecting the final distribution) either in immediately available
            funds (by wire transfer or otherwise) to the account of such Certificateholder at a
            bank or other entity having appropriate facilities therefor, if such Certificateholder
            has so notified the Trust Administrator, or, if such Certificateholder has not so
            notified the Trust Administrator by the Record Date, by check mailed to such
            Certificateholder at the address of such Holder appearing in the Certificate Register
            the amount of such Certificateholder’s share (which shall be based on the
            aggregate of the Percentage Interests represented by the Certificates of the applicable
            Class held by such Holder) of the following amounts, in the following order of
            priority, in each case to the extent of the Available Funds remaining:


             


            
            -21-


             

            
            


            

            

            
            (i)            
            to each Class of Certificates, the related Interest Distribution Amount
            for such Distribution Date and Class;


            
            (ii)          
            the Principal Distribution Amount for such Distribution Date shall be
            applied to sequentially as follows:


            
            (A)
                    first,
            to the Class AR Certificates until the Class Principal Balance thereof has been reduced
            to zero;


            
            (B)
                    
            second, to the Class A-1 Certificates and Class A-4 Certificates,
            pro rata, weighted based on the aggregate Class Principal Balance, until the Class
            Principal Balance thereof has been reduced to zero; and


            
            (C)
                    third,
            to the Class A-2 Certificates until the Class Principal Balance thereof has been
            reduced to zero.


            On
            each Distribution Date, the Trust Administrator shall allocate the Exchangeable Class
            Interest Distribution Amount for each Class of Exchangeable Certificates and
            Exchangeable REMIC Certificates entitled to interest and shall make the appropriate
            distributions to the Holders of each such Class. On each Distribution Date, the Trust
            Administrator shall allocate the Class Principal Distribution Amount for each Class of
            Exchangeable Certificates and Exchangeable REMIC Certificates entitled to principal and
            shall make the appropriate distributions to the Holders of each such Class. All
            allocations of such Exchangeable Class Principal Distribution Amounts and Exchangeable
            Class Interest Distribution Amounts that are made with respect to a particular Class
            shall be made pro rata among all Class of Exchangeable Certificates and Exchangeable
            REMIC Certificates of such class in proportion to their respective Certificate
            Balances, with no preference or priority of any kind.


            
            (b)
                     
            On each Distribution Date, the amount referred to in clause (i) of
            the definition of Interest Distribution Amount for such Distribution Date for each
            Class of Certificates shall be reduced by the Trust Administrator by the related
            Class’s pro rata share (based
            on the amount of the Interest Distribution Amount for each such Class before
            reduction pursuant to this Section 3.05(b)) of any interest shortfalls which are
            allocated to reduce the interest owed on the Underlying Certificates pursuant to the
            Underlying Pooling Agreement.


            
            (c)
                    
            Prior to the distributions described in Section 3.05(a), the following
            distributions shall be deemed to have been made:


            
            (i)
                      
            from the REMIC I to the REMIC II, as holder of the REMIC I Regular
            Interests, and to the Holders of the Class AR Certificates in respect of Component
            I thereof, from the REMIC I Available Distribution Amount, the following amounts,
            in the following order of priority:


            
            (A)         first, to the REMIC
            II as the holder of the REMIC I Regular Interests, in an amount equal to, in each case,
            the amount distributed to the Class of Certificates bearing the same designation or, in
            the case of amounts distributed to the Class A-2 Certificates or Class A-3
            Certificates, to REMIC I Regular Interest A-23, with such amounts allocated among
            accrued interest thereon and the principal balance thereof in the same manner and to
            the same extent that the payment to such related Certificates is  allocated to
            interest and principal thereof (in determining the principal balance of any REMIC I
            Regular Interest to which distributions are made pursuant to this clause (A),
            Recoveries applied to increase the Certificate Balance of any Class of Certificates
            shall be deemed to have also increased the principal balance of the REMIC I Regular
            Interest bearing the same designation or, in the case of Recoveries applied to increase
            the Certificate Balance of the Class A-2 Certificates or Class A-3 Certificates, the
            principal balance of REMIC I Regular Interest A-23); and


            
            (B)          any remaining
            amount shall be distributed to Holders of the Class AR Certificates in respect of
            Component I thereof.


            
            Section 3.06.        
            Statements to Certificateholders.
                                                      
                                 


            
            (a)
                     
            Not later than each Distribution Date, the Trust Administrator shall
            cause to be made available to each Certificateholder, the Trustee, the Depositor and
            each Rating Agency, (i) the Underlying Distribution Date Statement for such
            Distribution Date and (ii) a statement, which the Trust


             


            
            -22-


             

            
            


            

            

            
            Administrator shall prepare, setting forth with respect to such
            Distribution Date, the items listed in Exhibit E.


            
            On each Distribution Date, the Trust Administrator shall provide or
            otherwise make available to Bloomberg Financial Markets, L.P. (“Bloomberg”)
            CUSIP level factors for each Class of Certificates as of such Distribution Date,
            using a format and media mutually acceptable to the Trust Administrator and Bloomberg.
            In connection with providing the information specified in this
            Section 3.06 to Bloomberg, the Trust Administrator and any director, officer,
            employee or agent of the Trust Administrator shall be indemnified and held harmless by
            the Depositor, to the extent, in the manner and subject to the limitations provided in
            Section 7.05. The Trust Administrator shall also make the monthly statements to
            Certificateholders available each month to each Certificateholder, the Trustee, the
            Depositor and each Rating Agency via the Trust Administrator’s website. The Trust
            Administrator’s website can be accessed at http://www.ctslink.com or at such
            other site as the Trust Administrator may designate from time to time. Persons that are
            unable to use the above website are entitled to have a paper copy mailed to them via
            first class mail by calling the Trust Administrator at 866-846-4526. The Trust
            Administrator shall have the right to change the way the reports referred to in this
            Section 3.06 are distributed in order to make such distribution more
            convenient and/or more accessible to the above parties and to the Certificateholders.
            The Trust Administrator shall provide timely and adequate notification to all above
            parties and to the Certificateholders regarding any such change.


            
            (b)
                     
            Upon request, within a reasonable period of time after the end of each
            calendar year, the Trust Administrator shall cause to be furnished to each Person who
            at any time during the calendar year was a Certificateholder, (i) the annual statement
            for the Underlying Certificates delivered pursuant to the Underlying Pooling Agreement
            and (ii) a statement containing the information set forth in items numbered c, d,
            e and f in Exhibit E 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 provided by the Trust Administrator pursuant to any
            requirements of the Code as from time to time in effect.


            
            Section 3.07.       
            Access to Certain Documentation and
            Information.


            
            The Trust Administrator shall provide to the Certificateholders access
            to the Certificates and all reports, documents and records maintained by the Trust
            Administrator in respect of its duties hereunder, such access being afforded without
            charge but only upon reasonable written request no less than two Business Days prior to
            such access and during normal business hours at offices designated by the Trust
            Administrator.


            
            Section 3.08.       
            Sale of Defective Assets.
                                                      
                                             


            
            Upon the discovery by, or written notice to, the Depositor, the Trust
            Administrator or the Trustee that the Underlying Certificates are not regular interests
            of a REMIC or that any other asset of the REMIC is not a permitted asset of the REMIC,
            the party discovering such fact shall give prompt written notice to the other parties.
            The Trust Administrator shall sell the Underlying Certificates (or other asset, as the
            case may be) upon the terms and at the direction of the Depositor within 90 days of
            such discovery and any tax resulting therefrom not borne by the Trust Administrator or
            the Trustee pursuant to Article III hereof shall be payable out of the Trust
            Fund.


            
            Section
            3.09.         
            Modification of Underlying Certificates.
                                                      
                          


            
            Notwithstanding any contrary provision herein, the Trustee will not
            permit the modification of the Underlying Certificates unless (a) such modification is
            in accordance with the Underlying Pooling Agreement and (b) the Trustee has received an
            Opinion of Counsel (which shall not be an expense of the Trustee) that such
            modification would not endanger the status of the REMIC created hereby as a real estate
            mortgage investment conduit.


             


            
            -23-


             

            
            


            
             


            
            Section
            3.10.         
            Allocation of Class A Loss Amounts;
            Recoveries.
                                                


            
            (a)
                    On each
            Distribution Date, Class A Loss Amounts for such Distribution Date shall be
            allocated among the Certificates as follows: (i) first, to the Class A-2 Certificates
            until the Certificate Balance thereof has been reduced to zero; (ii) second, to the
            Class A-4 Certificates until the Certificate Balance thereof has been reduced to zero
            and (iii) third, to the Class A-1 Certificates until the Certificate Balance thereof
            has been reduced to zero.


            
            (b)
                    With
            respect to any Class or Classes of Certificates to which a Class A Loss
            Amount has been allocated (including any such Class for which the related Class
            Principal Balance has been reduced to zero), the Class Principal Balances of all such
            Classes will be increased up to the amount of related Recoveries for such
            Distribution Date, pro rata, weighted based on the amount of Class A Loss Amount
            previously allocated thereto and remaining unreimbursed.


            
            (c)        
                On each Distribution Date,
            Class A Loss Amounts for such Distribution Date shall be allocated among the REMIC I
            Regular Interests to the extent that such Class A Loss Amounts are allocated to the
            Class of Certificates bearing the same designation (or, in the case of Class A Loss
            Amounts allocated to the Class A-2 Certificates or Class A-3 Certificates, allocated to
            REMIC I Regular Interest A-23).  Class A Loss Amounts so allocated shall be deemed
            to be applied to reduce the principal balance of, or accrued interest on, such REMIC I
            Regular Interest to the same extent that they reduced the principal balance of, or
            accrued interest on, the related Class or Classes of Certificates.


            
            Section
            3.11.         
            Compliance with Withholding Requirements.
                                                      
             


            
            Notwithstanding any other provision of this Agreement, the Trust
            Administrator shall comply with all federal withholding requirements respecting
            payments to Certificateholders, including interest or original issue discount payments
            or advances thereof that the Trust Administrator reasonably believes are applicable
            under the Code. The consent of Certificateholders shall not be required for such
            withholding. In the event the Trust Administrator does withhold any amount from
            interest or original issue discount payments or advances thereof to any
            Certificateholder pursuant to federal withholding requirements, the Trust Administrator
            shall indicate the amount withheld to such Certificateholder pursuant to the terms of
            such requirements.


            
            ARTICLE IV


             


            THE
            CERTIFICATES


            
            Section
            4.01.         
            The Certificates.
                                                      
                                                      
                 


            
            The Certificates shall be in substantially the forms set forth in
            Exhibits A-1, A-2 and B hereto, with such appropriate insertions, omissions,
            substitutions and other variations as are required or permitted by this Agreement or as
            may in the reasonable judgment of the Trust Administrator or the Depositor be
            necessary,


             


            
            -24-


             

            

            

            

            

            


            appropriate or convenient to comply, or facilitate
            compliance, with applicable laws, and may have such letters, numbers or other marks of
            identification and such legends or endorsements placed thereon as may be required to
            comply with the rules of any securities exchange on which any of the Certificates may
            be listed, or as may, consistently herewith, be determined by the officers executing
            such Certificates, as evidenced by their execution thereof.


            
            Subject to Section 8.01 respecting the final distribution on the
            Certificates, on each Distribution Date the Trust Administrator shall make
            distributions to each Certificateholder of record on the preceding Record Date either
            (x) by wire transfer in immediately available funds to the account of such holder
            at a bank or other entity having appropriate facilities therefor, if (i) such
            Holder has so notified the Trust Administrator at least five Business Days prior to the
            related Record Date and (ii) such Holder shall hold (A) 100% of the Class
            Principal Balance of any Class of Certificates or (B)  Certificates of any
            Class with aggregate principal Denominations of not less than $1,000,000 or
            (y) by check mailed by first class mail to such Certificateholder at the address
            of such holder appearing in the Certificate Register.


            
            The definitive Certificates shall be printed, typewritten, lithographed
            or engraved or produced by any combination of these methods or may be produced in any
            other manner permitted by the rules of any securities exchange on which any of the
            Certificates may be listed, all as determined by the officers executing such
            Certificates, as evidenced by their execution thereof.


            
            The Certificates shall be issuable in registered form, in the minimum
            denominations, integral multiples in excess thereof (except that one Certificate in
            each Class may be issued in a different amount which must be in excess of the
            applicable minimum denomination) and aggregate denominations per Class set forth
            in the Preliminary Statement.


            
            The Certificates shall be executed 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 Administrator, 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 there appears on such Certificate a certificate of authentication
            executed by the Trust Administrator by manual signature, and such certificate of
            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.


            
            Section
            4.02.         
            Registration of Transfer and Exchange of
            Certificates.
                                         


            
            (a)
                    
            The Trust Administrator shall maintain, or cause to be maintained, a
            Certificate Register in which, subject to such reasonable regulations as it may
            prescribe, the Trust Administrator shall provide for the registration of Certificates
            and of transfers and exchanges of Certificates as herein provided. Upon surrender for
            registration of transfer of any Certificate, the Trust Administrator shall execute,
            authenticate and deliver, in the name of the designated transferee or transferees, one
            or more new Certificates in like aggregate interest and of the same Class.


             


            
            -25-


             

            
            


            


            
            (b)
                    At the
            option of a Certificateholder, Certificates may be exchanged for other Certificates of
            authorized denominations and the same aggregate interest in the Trust Fund and of the
            same Class, upon surrender of the Certificates to be exchanged at the office or agency
            of the Trust Administrator set forth in Section 4.06. Whenever any Certificates
            are so surrendered for exchange, the Trust Administrator shall execute, 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 be accompanied by a written instrument of transfer in form
            satisfactory to the Trust Administrator duly executed by the Holder thereof or his
            attorney duly authorized in writing.


            
            (c)
                    
            No service charge to the Certificateholders shall be made for any
            registration of transfer or exchange of Certificates (except as provided in Section
            11.03(d) with respect to the exchange of any Exchangeable REMIC Certificate or
            Exchangeable Certificate), but payment of a sum sufficient to cover any tax or
            governmental charge that may be imposed in connection with any transfer or exchange of
            Trust may be required.


            
            (d)
                    All
            Certificates surrendered for registration of transfer and exchange shall be canceled
            and subsequently destroyed by the Trust Administrator in accordance with the Trust
            Administrator’s customary procedures.


            
            (e)
                     
            The restrictions on transfers of the Class AR Certificates are set
            forth below:          


            
            (i)            
            Each Person who has or who acquires any Ownership Interest in a Residual
            Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
            to have agreed to be bound by the following provisions and to have irrevocably
            authorized the Trust Administrator or its designee under clause (iii)(A) below to
            deliver payments to a Person other than such Person and to negotiate the terms of any
            mandatory sale under clause (iii)(B) below and to execute all instruments of transfer
            and to do all other things necessary in connection with any such sale. The rights of
            each Person acquiring any Ownership Interest in a Residual Certificate are expressly
            subject to the following provisions:


            
            (A)       
            Each Person holding or acquiring any Ownership Interest in a Residual
            Certificate shall be other than a Disqualified Organization and shall promptly notify
            the Trust Administrator of any change or impending change in its status as other than a
            Disqualified Organization.


            
            (B)      
            In connection with any proposed transfer of any Ownership Interest in a
            Residual Certificate to a U.S. Person, the Trust Administrator shall require
            delivery to it, and shall not register the transfer of a Residual Certificate until its
            receipt of (1) an affidavit and agreement (a “Transferee Affidavit and
            Agreement” attached hereto as Exhibit C-1) from the proposed transferee, in
            form and substance satisfactory to the Trust


            
             


            
            -26-


            
             

            
            


            

            

            
            Administrator, representing and warranting, among other things, that it
            is not a non-U.S. Person, that such transferee is other than a Disqualified
            Organization, that it is not acquiring its Ownership Interest in a Residual Certificate
            that is the subject of the proposed Transfer as a nominee, trustee or agent for any
            Person who is not other than a Disqualified Organization, that for so long as it
            retains its Ownership Interest in a Residual Certificate, it will endeavor to remain
            other than a Disqualified Organization, and that it has reviewed the provisions of this
            Section 4.02 and agrees to be bound by them, and (2) a certificate, attached
            hereto as Exhibit C-2, from the Holder wishing to transfer a Residual Certificate,
            in form and substance satisfactory to the Trust Administrator, representing and
            warranting, among other things, that no purpose of the proposed transfer is to allow
            such Holder to impede the assessment or collection of tax.


            
            (C)     
            Notwithstanding the delivery of a Transferee Affidavit and Agreement by
            a proposed transferee under clause (B) above, if the Trust Administrator has actual
            knowledge that the proposed transferee is not other than a Disqualified Organization,
            no transfer of an Ownership Interest in a Residual Certificate to such proposed
            transferee shall be effected.


            
            (D)       
            Each Person holding or acquiring any Ownership Interest in a Residual
            Certificate agrees, by holding or acquiring such Ownership Interest, to require a
            Transferee Affidavit and Agreement from the other Person to whom such Person attempts
            to transfer its Ownership Interest and to provide a certificate to the Trust
            Administrator in the form attached hereto as Exhibit C-2.


            
            (ii)          
            The Trust Administrator shall register the transfer of any Residual
            Certificate only if it shall have received the Transferee Affidavit and Agreement, a
            certificate of the Holder requesting such transfer in the form attached hereto as
            Exhibit C-2 and all of such other documents as shall have been reasonably required
            by the Trust Administrator as a condition to such registration.


            
            (iii)         
            (A)        
            If any Disqualified Organization shall become a Holder of a Residual
            Certificate, then the last preceding Holder that was other than a Disqualified
            Organization shall be restored, to the extent permitted by law, to all rights and
            obligations as Holder thereof retroactive to the date of registration of such transfer
            of such Residual Certificate. If any non-U.S. Person shall become a Holder of a
            Residual Certificate, then the last preceding Holder that is a U.S. Person shall
            be restored, to the extent permitted by law, to all rights and obligations as Holder
            thereof retroactive to the date of registration of the transfer to such
            non-U.S. Person of such Residual Certificate. If a transfer of a Residual
            Certificate is disregarded pursuant to the provisions of Treasury Regulations
            Section 1.860E-1 or Section 1.860G-3, then the last preceding Holder that was
            other than a Disqualified Organization shall be restored, to the extent permitted by
            law, to all rights and obligations as Holder thereof retroactive to the date of
            registration of such 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 4.02 or
            for making any payments due on such Certificate to the Holder thereof or for taking any
            other action with respect to such Holder under the provisions of this
            Agreement.


            
            (B)          
            If any purported transferee of a Residual Certificate shall become a
            Holder of a Residual Certificate in violation of the restrictions in this
            Section 4.02 and to the extent that the retroactive restoration of the rights
            of the Holder of such Residual Certificate as described in clause (iii)(A) above
            shall be invalid, illegal or


            
             


            
            -27-


            
             

            
            


            

            

            
            unenforceable, then the Depositor shall have the right, without notice
            to the Holder or any prior Holder of such Residual Certificate, to sell such Residual
            Certificate to a purchaser selected by the Depositor on such terms as the Depositor may
            choose. Such purported transferee shall promptly endorse and deliver a Residual
            Certificate in accordance with the instructions of the Depositor. Such purchaser may be
            the Depositor itself or any affiliate of the Depositor. The proceeds of such sale, net
            of the commissions (which may include commissions payable to the Depositor or its
            affiliates), expenses and taxes due, if any, shall be remitted by the Depositor to such
            purported transferee. The terms and conditions of any sale under this clause (iii)(B)
            shall be determined in the sole discretion of the Depositor, and the Depositor shall
            not be liable to any Person having an Ownership Interest or a purported Ownership
            Interest in a Residual Certificate as a result of its exercise of such
            discretion.


            
            (iv)         
            The Trust Administrator, shall make available all information reasonably
            available to it that is necessary to compute any tax imposed (A) as a result of the
            transfer of an Ownership Interest in a Residual Certificate to any Person who is not
            other than a Disqualified Organization, including the information regarding
            “excess inclusions” of such Residual Certificate required to be provided to
            the Internal Revenue Service and certain Persons as described in Treasury Regulation
            Section 1.860D 1(b)(5), and (B) as a result of any regulated investment company,
            real estate investment trust, common trust fund, partnership, trust, estate or
            organizations described in Section 1381 of the Code having as among its record
            holders at any time any Person who is not other than a Disqualified Organization.
            Reasonable compensation for providing such information may be required by the Trust
            Administrator from such Person.


            
            (v)           
            The provisions of this Section 4.02 set forth prior to this
            Section 4.02(v) may be modified, added to or eliminated by the
            Depositor, provided that there shall
            have been delivered to the Trust Administrator the following:


            
            (A)       
            written notification from each Rating Agency to the effect that the
            modification, addition to or elimination of such provisions will not cause such Rating
            Agency to downgrade its then current rating of the Certificates; and


            
            (B)      
            a certificate of the Depositor stating that the Depositor has received
            an Opinion of Counsel, in form and substance satisfactory to the Depositor, to the
            effect that such modification, addition to or elimination of such provisions will not
            cause any REMIC created hereunder to cease to qualify as a REMIC and will not create a
            risk that (i) the Trust Fund or any REMIC created hereunder may be subject to an
            entity level tax caused by the transfer of a Residual Certificate to a Person which is
            not other than a Disqualified Organization or (2) a Certificateholder or another Person
            will be subject to a REMIC related tax caused by the transfer of applicable Residual
            Certificate to a Person which is not other than a Disqualified Organization.


            
            (vi)         
            The following legend shall appear on each Residual Certificate:
                           


            
            ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
            MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFEREE AFFIDAVIT TO THE DEPOSITOR
            AND THE TRUST ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) 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, (B) ANY
            ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN


            
             


            
            -28-


            
             

            
            


            

            

            
            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, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE
            (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER
            REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A
            DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
            TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE
            CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
            NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
            OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
            DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
            EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
            PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
            CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
            DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


            
            (f)
                     
            The Trust Administrator shall have no liability to the Trust Fund or
            Exchangeable Certificate Trust Fund arising from a transfer of any such Certificate in
            reliance upon a certification, ruling or Opinion of Counsel described in this
            Section 4.02; provided,
            however, that the Trust Administrator shall
            not register the transfer of any Residual Certificate if it has actual knowledge that
            the proposed transferee does not meet the qualifications of a permitted Holder of a
            Residual Certificate as set forth in this Section 4.02.


            
            Section
            4.03.         
            Mutilated, Destroyed, Lost or Stolen
            Certificates.
                                                 


            
            If (a) any mutilated Certificate is surrendered to the Trust
            Administrator, or the Trust Administrator receives evidence to its satisfaction of the
            destruction, loss or theft of any Certificate and (b) there is delivered to the
            Trustee and the Trust Administrator such security or indemnity as may be required by
            them to save each of them harmless, then, in the absence of notice to the Trustee and
            the Trust Administrator that such Certificate has been acquired by a protected
            purchaser, the Trust Administrator shall execute, authenticate and deliver, in exchange
            for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
            Certificate of like tenor and interest in the Trust Fund. In connection with the
            issuance of any new Certificate under this Section 4.03, the Trust Administrator
            may require the payment of a sum sufficient to cover any tax or other governmental
            charge that may be imposed in relation thereto and any other expenses (including the
            fees and expenses of the Trust Administrator) connected therewith. Any replacement
            Certificate issued pursuant to this Section 4.03 shall constitute complete
            and indefeasible evidence of ownership in the Trust Fund, as if originally issued,
            whether or not the lost, stolen or destroyed Certificate shall be found at any
            time.


            
            Section
            4.04.         
            Persons Deemed Owners.
                                                      
                                            


            
            Prior to due presentation of a Certificate for registration of transfer,
            the Trust Administrator, the Depositor and the Trustee may treat the person in whose
            name any Certificate is registered as the owner of such Certificate for the purpose of
            receiving distributions as provided in this Agreement and for all
            other purposes whatsoever, and none of the Depositor, the Trustee, the Trust
            Administrator, or any agent of any of them shall be affected by any notice to the
            contrary.


            
            Section
            4.05.         
            Access to List of Certificateholders’ Names and
            Addresses.
                                  


            
            (a)      
            If three or more Certificateholders (i) request in writing from the
            Trust Administrator a list of the names and addresses of Certificateholders,
            (ii) state that such Certificateholders desire to communicate with other
            Certificateholders with respect to their rights under this Agreement or under the
            Certificates and


             


            
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            (iii) provide a copy of the communication which such
            Certificateholders propose to transmit, then the Trust Administrator shall, within ten
            Business Days after the receipt of such request, afford such Certificateholders access
            during normal business hours to a current list of the Certificateholders. The expense
            of providing any such information requested by a Certificateholder shall be borne by
            the Certificateholders requesting such information and shall not be borne by the Trust
            Administrator or the Trustee. Every Certificateholder, by receiving and holding a
            Certificate, agrees that the Trustee and the Trust Administrator shall not be held
            accountable by reason of the disclosure of any such information as to the list of the
            Certificateholders hereunder, regardless of the source from which such information was
            derived.


            
            (b)
                    
            The Depositor shall have unlimited access to a list of the names and
            addresses of the Certificateholders, which list shall be provided by the Trust
            Administrator promptly upon request.


            
            Section
            4.06.         
            Maintenance of Office or Agency.
                                                      
                               


            
            The Trust Administrator will maintain or cause to be maintained at its
            expense an office or offices or agency or agencies in Minneapolis, Minnesota where
            Certificates may be surrendered for registration of transfer or exchange and where
            notices and demands to or upon the Trust Administrator in respect of the Certificates
            and this Agreement may be served. The Trust Administrator initially designates its
            Corporate Trust Office as its office for such purpose. The Trust Administrator will
            give prompt written notice to the Certificateholders of any change in the location of
            any such office or agency.


            
            Section
            4.07.         
            Book-Entry Certificates.
                                                      
                                              


            
            Notwithstanding the foregoing, the Book-Entry Certificates, upon
            original issuance, shall be issued in the form of one or more typewritten Certificates
            representing the Book-Entry Certificates, to be delivered to the Trust Administrator as
            agent for DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The
            Book-Entry Certificates shall initially be registered on the Certificate Register in
            the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no
            Beneficial Holder will receive a definitive certificate representing such Beneficial
            Holder’s interest in the Certificates, except as provided in Section 4.09.
            Unless and until definitive, fully registered Certificates (“Definitive
            Certificates”) have been issued to the Beneficial Holders pursuant to
            Section 4.09:


            
            (a)
                     
            the provisions of this Section 4.07 shall be in full force and
            effect with respect to the Book-Entry Certificates;


            
            (b)
                    
            the Depositor and the Trust Administrator may deal with the Clearing
            Agency for all purposes with respect to the Book-Entry Certificates (including the
            making of distributions on such Certificates) as the sole Holder of such
            Certificates;


            
            (c)
                   to the extent
            that the provisions of this Section 4.07 conflict with any other provisions
            of this Agreement, the provisions of this Section 4.07 shall control;
            and


            
            (d)
                   the rights of
            the Beneficial Holders of the Book-Entry Certificates shall be exercised only through
            the Clearing Agency and the Participants and shall be limited to those established by
            law and agreements between such Beneficial Holders and the Clearing Agency and/or the
            Participants. Pursuant to the Depository Agreement, unless and until Definitive
            Certificates are issued pursuant to Section 4.09, the initial Clearing Agency will
            make book-entry transfers among the Participants and receive and transmit distributions
            of principal and interest on the related Book-Entry Certificates to such
            Participants.


            
            For purposes of any provision of this Agreement requiring
            or permitting actions with the consent of, or at the direction of, Holders of the
            Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid
            principal amount of such Certificates, such direction or consent may be given by the
            Clearing Agency at the direction of Beneficial Holders owning such Certificates
            evidencing the requisite percentage of principal amount of such Certificates. The
            Clearing Agency may take conflicting actions with respect to the Book-Entry
            Certificates to the extent that such actions are taken on behalf of the Beneficial
            Holders.


            
            Section
            4.08.         
            Notices to Clearing Agency.
                                                      
                                        


            
            Whenever notice or other communication to the Holders of
            Book-Entry Certificates is required under this Agreement, unless and until Definitive
            Certificates shall have been issued to the related


            
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            Certificateholders pursuant to Section 4.09, the Trust
            Administrator shall give all such notices and communications specified herein to be
            given to Holders of the Book-Entry Certificates to the Clearing Agency which shall give
            such notices and communications to the related Participants in accordance with its
            applicable rules, regulations and procedures.


            
            Section
            4.09.         
            Definitive Certificates.
                                                      
                                                 


            
            If (a) the Depositor advises the Trust Administrator in writing
            that the Clearing Agency is no longer willing or able to properly discharge its
            responsibilities under the Depository Agreement with respect to the Certificates and
            the Trust Administrator or the Depositor is unable to locate a qualified successor or
            (b) the Depositor, with the consent of the applicable Participants, advises the
            Trust Administrator in writing that it elects to terminate the book-entry system with
            respect to the Book-Entry Certificates through the Clearing Agency, the Trust
            Administrator shall notify all Holders of such Certificates of the occurrence of any
            such event and the availability of Definitive Certificates. Upon surrender to the Trust
            Administrator of such Certificates by the Clearing Agency, accompanied by registration
            instructions from the Clearing Agency for registration, the Trust Administrator shall
            authenticate and deliver the Definitive Certificates. Neither the Depositor nor 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 all references herein to obligations imposed
            upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and
            performed by the Trust Administrator, to the extent applicable with respect to such
            Definitive Certificates, and the Trust Administrator shall recognize the Holders of
            Definitive Certificates as Certificateholders hereunder.


             


            
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            ARTICLE V


             


            THE
            DEPOSITOR


            
            Section
            5.01.         
            Liability of the Depositor.
                                                      
                                            


            
            The Depositor shall be liable in accordance herewith only to the extent
            of the obligations specifically imposed upon and undertaken by the Depositor
            herein.


            
            Section
            5.02.         
            Merger, Consolidation or Conversion of the
            Depositor.
                                             


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


            
            (b)
                    Any
            Person into which the Depositor may be merged or consolidated, or any corporation
            resulting from any merger or consolidation to which the Depositor shall be a party, or
            any Person succeeding to the business of the Depositor, shall be the successor of the
            Depositor 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 each Rating Agency’s ratings, if any, of the Certificates
            in effect immediately prior to such merger or consolidation will not be qualified,
            reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from
            each Rating Agency).


            
            Section
            5.03.         
            Limitation on Liability of the Depositor and
            Others.
                                             


            
            (a)
                      
            None of the Depositor or any of the directors, officers, employees or
            agents of the Depositor shall be under any liability to the Trust Fund or the
            Certificateholders for any action taken or for refraining from the taking of any action
            in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
            that this provision shall not protect the Depositor or any such Person against any
            breach of warranties or representations made herein or any liability which would
            otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in
            the performance of duties or by reason of reckless disregard of obligations and duties
            hereunder. The Depositor and any director, officer, employee or agent of the Depositor
            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 Depositor and any
            director, officer, employee or agent of the Depositor shall be indemnified by the Trust
            Fund and held harmless against any loss, liability or expense incurred in connection
            with any legal action relating to this Agreement or the Certificates, other than any
            loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans
            (except as any such loss, liability or expense shall be otherwise reimbursable pursuant
            to this Agreement) and any loss, liability or expense incurred by reason of willful
            misfeasance, bad faith or gross negligence in the performance of duties hereunder, or
            by reason of reckless disregard of obligations and duties hereunder and the Depositor
            shall be entitled to be reimbursed therefor out of amounts on deposit in the Trust
            Certificate Account as provided by Section 3.04 and, on the Distribution Date of
            such reimbursement or future Distribution Dates to the extent required, the aggregate
            of such expenses and costs shall be allocated first, in reduction of the amount
            referred to in


             


            
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            clause (i) of the definition of Interest Distribution Amount for
            such Distribution Date for each Class of Certificates to be allocated
            pro rata (based on the amount of the
            Interest Distribution Amount for each such Class before reduction pursuant to this
            Section 5.03(a) and then, if remaining unreimbursed, in reduction of the Principal
            Distribution Amount for such Distribution Date).


            
            (b)
                     
            The Depositor shall be under no obligation to appear in, prosecute or
            defend any legal or administrative action, proceeding, hearing or examination that is
            not incidental to its duties under this Agreement and which in its opinion may involve
            it in any expense or liability; provided, however, that the Depositor may in its
            discretion undertake any such action, proceeding, hearing or examination that it may
            deem necessary or desirable in respect to this Agreement and the rights and duties of
            the parties hereto and the interests of the Certificateholders hereunder. In such
            event, the legal expenses and costs of such action, proceeding, hearing or examination
            and any liability resulting therefrom shall be expenses, costs and liabilities of the
            Trust Fund, and the Depositor shall be entitled to be reimbursed therefor out of
            amounts on deposit in the Trust Certificate Account as provided by Section 3.04
            and, on the Distribution Date following such reimbursement or future Distribution Dates
            to the extent required, the aggregate of such expenses and costs shall be allocated
            first, in reduction of the amount referred to in clause (i) of the definition of
            Interest Distribution Amount for such Distribution Date for each Class of
            Certificates to be allocated pro rata
            (based on the amount of the Interest Distribution Amount for each such
            Class before reduction pursuant to this Section 5.03(b) and then, if
            remaining unreimbursed, in reduction of the Principal Distribution Amount for such
            Distribution Date).


            
            Section
            5.04.         
            Representation and Warranty of the
            Depositor.
                                                     


            
            Immediately prior to the conveyance of the Underlying Certificates to
            the Trustee pursuant to Section 2.01, the Depositor had good title to, and was the
            sole owner of, the Underlying Certificates free and clear of any pledge, lien,
            encumbrance or security interest and such conveyance validly transfers ownership of the
            Underlying Certificates to the Trustee free and clear of any pledge, lien, encumbrance
            or security interest.


            
            Upon discovery by the Depositor, the Trust Administrator or the Trustee
            of a breach of any of the foregoing representations and warranties, which breach
            materially and adversely affects the interests of the Certificateholders in the
            Underlying Certificates (referred to herein as a “breach”), the party
            discovering such breach shall give prompt written notice to the other party.


            
            Within 90 days of its discovery or its receipt of notice of breach, the
            Depositor shall cure such breach in all material respects or shall repurchase the
            Underlying Certificates from the Trustee at a price equal to the sum of (i) the
            Underlying Certificate Balance as of the next Distribution Date and (ii) one
            month’s interest on such Underlying Certificate Balance at the then-applicable
            Pass-Through Rate for such Underlying Certificate. The purchase price for any
            repurchased Underlying Certificates shall be paid by the Depositor to the Trust
            Administrator for deposit in the Trust Certificate Account. It is understood and agreed
            that the obligation of the Depositor to repurchase any Underlying Certificates as to
            which a breach has occurred and is continuing shall constitute the sole remedy
            respecting such breach available to the Certificateholders, or the Trustee on behalf of
            the Certificateholders.


             


            
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            ARTICLE VI


             


            THE
            TRUSTEE


            
            Section
            6.01.         
            Duties of Trustee.
                                                      
                                                      
               


            
            The Trustee undertakes with respect to the Trust Fund to perform such
            duties and only such duties as are specifically set forth in this Agreement. The
            Trustee shall exercise such of the rights and powers vested in it by this Agreement,
            and use the same degree of care and skill in their exercise, as a prudent person would
            exercise or use under the circumstances in the conduct of such person’s own
            affairs. Any permissive right of the Trustee set forth in this Agreement shall not be
            construed as a duty.


            
            The Trustee, upon receipt of all resolutions, certificates, statements,
            opinions, reports, documents, orders or other instruments furnished to the Trustee that
            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. The Trustee shall have no duty to recompute, recalculate or verify the
            accuracy of any resolution, certificate, statement, opinion, report, document, order or
            other instrument so furnished to the Trustee. If any such instrument is found not to
            conform in any material respect to the requirements of this Agreement, the Trustee
            shall notify the Certificateholders of such instrument in the event that the Trustee,
            after so requesting, does not receive a satisfactorily corrected instrument.


            
            No provision of this Agreement shall be construed to relieve the Trustee
            from liability for its own negligent action, its own negligent failure to act or its
            own misconduct, its negligent failure to perform its obligations in compliance with
            this Agreement, or any liability which would be imposed by reason of its willful
            misfeasance or bad faith;
            provided,
            however, that:


            
            (a)
                     
            the duties and obligations of the Trustee shall be determined solely by
            the express provisions of this Agreement, the Trustee shall not be personally liable
            except for the performance of such duties and obligations as are specifically set forth
            in this Agreement, no implied covenants or obligations shall be read into this
            Agreement against the Trustee and the Trustee may conclusively rely, as to the truth of
            the statements and the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee and conforming to the requirements of
            this Agreement which it reasonably believed in good faith to be genuine and to have
            been duly executed by the proper authorities respecting any matters arising
            hereunder;


            
            (b)
                    
            the Trustee shall not be personally liable for an error of judgment made
            in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless
            the Trustee was negligent in ascertaining or investigating the pertinent
            facts;


            
            (c)
                    
            the Trustee shall not be personally liable with respect to any action
            taken, suffered or omitted to be taken by it in good faith in accordance with this
            Agreement at the direction of the Holders of Certificates evidencing greater than 50%
            of the Voting Rights allocated to each Class of Certificates relating to the time,
            method and place of conducting any proceeding for any remedy available to the Trustee,
            or exercising any trust or power conferred upon the Trustee, under this
            Agreement;


            
            (d)
                    
            no provision of this Agreement shall require the Trustee to expend or
            risk its own funds or otherwise incur any financial liability in the performance of any
            of its duties hereunder or in the exercise of any of its rights or powers if it shall
            have reasonable grounds for believing that repayment of such funds or adequate
            indemnity against such risk or liability is not reasonably assured to it;
            and


             


            
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            (e)
                    the
            Trustee shall have no responsibility for any act or omission of the Trust
            Administrator, it being understood and agreed that the Trustee and the Trust
            Administrator are independent contractors and not agents, partners or joint
            venturers.


            
            Section
            6.02.         
            Certain Matters Affecting the Trustee.
                                                      
                           


            
            (a)
                     
            Except as otherwise provided in Section 6.01:
                                                      
                           


            
            (i)            
            the Trustee may request and rely upon and shall be protected in acting
            or refraining from acting upon any resolution, Officer’s Certificate, certificate
            of auditors or any other certificate, statement, instrument, opinion, report, notice,
            request, consent, order, appraisal, bond or other paper or document believed by it to
            be genuine and to have been signed or presented by the proper party or
            parties;


            
            (ii)          
            the Trustee may consult with counsel, financial advisors or accountants
            and any advice of such Persons or any Opinion of Counsel shall be full and complete
            authorization and protection in respect of any action taken or suffered or omitted by
            it hereunder in good faith and in accordance with such advice or Opinion of
            Counsel;


            
            (iii)         
            the Trustee shall be under no obligation to exercise any of the trusts
            or powers vested in it by this Agreement or to institute, conduct or defend any
            litigation hereunder or in relation hereto 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 reasonable security or indemnity
            against the costs, expenses and liabilities which may be incurred therein or
            thereby;


            
            (iv)         
            the Trustee shall not be personally liable for any action taken,
            suffered or omitted by it in good faith and believed by it to be authorized or within
            the discretion or rights or powers conferred upon it by this Agreement;


            
            (v)           
            the Trustee shall not be bound to make any investigation into the facts
            or matters stated in any resolution, certificate, statement, instrument, opinion,
            report, notice, request, consent, order, approval, bond or other paper or document,
            unless requested in writing so to do by Holders of Certificates evidencing greater than
            50% of the Voting Rights allocated to each Class of Certificates;
            provided,
            however, that if the payment within a
            reasonable time to the Trustee of the costs, expenses or liabilities likely to be
            incurred by it in the making of such investigation is, in the opinion of the Trustee,
            not reasonably assured to the Trustee by the security afforded to it by the terms of
            this Agreement, the Trustee may require reasonable indemnity against such expense or
            liability as a condition to taking any such action; the reasonable expense of every
            such investigation shall be paid by the Certificateholders requesting the
            investigation;


            
            (vi)         
            the Trustee may execute any of the trusts or powers hereunder or perform
            any duties hereunder either directly or by or through agents or attorneys and the
            Trustee shall not be responsible for any misconduct or negligence on the part of any
            such agent or attorney appointed with due care;


            
            (vii)        
            the Trustee shall not be required to expend its own funds or otherwise
            incur any financial liability in the performance of any of its duties hereunder if it
            shall have


            
             


            
            -35-


            
             

            
            


            

            

            
            reasonable grounds for believing that repayment of such funds or
            adequate indemnity against such liability is not assured to it;


            
            (viii)       
            the Trustee shall not be liable for any loss on any investment of funds
            pursuant to this Agreement; and


            
            (ix)         
            the right of the Trustee to perform any discretionary act enumerated in
            this Agreement shall not be construed as a duty, and the Trustee shall not be
            answerable for other than its negligence or willful misconduct in the performance of
            such act.


            
            (b)       
            All rights of action under this Agreement or under any of the
            Certificates, enforceable by the Trustee, may be enforced by it without the possession
            of any of the Certificates, or the production thereof at the trial or other proceeding
            relating thereto, and any such suit, action or proceeding instituted by the Trustee
            shall be brought in its name for the benefit of all the Holders of such Certificates,
            subject to the provisions of this Agreement.


            
            Section
            6.03.         
            Trustee Not Liable for Certificates.
                                                      
                             


            
            The recitals contained herein shall be taken as the statements of the
            Depositor and the Trustee assumes no responsibility for their correctness. The Trustee
            makes no representations as to the validity or sufficiency of this Agreement, the
            Certificates or of any related document. The Trustee shall not be accountable for the
            use or application by the Depositor of any funds paid to the Depositor in respect of
            the Underlying Certificates or deposited in or withdrawn from the Trust Certificate
            Account by the Depositor. The Trustee shall not be responsible for the legality or
            validity of this Agreement or the validity, priority, perfection or sufficiency of the
            security for the Certificates issued or intended to be issued hereunder. The Trustee
            shall have no responsibility for filing any financing or continuation statement in any
            public office at any time or to otherwise perfect or maintain the perfection of any
            security interest or lien granted to it hereunder or to record this
            Agreement.


            
            Section
            6.04.         
            Trustee May Own Certificates.
                                                      
                                    


            
            The Trustee in its individual or any other capacity may become the owner
            or pledgee of Certificates and may transact business with the other parties hereto and
            with their Affiliates, with the same rights as it would have if it were not the
            Trustee.


            
            Section
            6.05.         
            Trustee’s Fees and Expenses.
                                                      
                                       


            
            The Trustee shall be compensated by the Trust Administrator as
            separately agreed. The Trustee and any director, officer, employee or agent of the
            Trustee shall be indemnified by the Depositor (or if the Depositor fails to do so, by
            the Trust Fund) and held harmless (up to a maximum of $150,000) against any loss,
            liability or expense (including reasonable attorney’s fees and expenses)
            (i) incurred in connection with any claim or legal action relating to
            (a) this Agreement, (b) the Certificates, or (c) the performance of any
            of the Trustee’s duties hereunder, other than any loss, liability or expense
            incurred by reason of willful misconduct, bad faith or negligence in the performance of
            any of the Trustee’s duties hereunder or incurred by reason of any action of the
            Trustee taken at the direction of the Certificateholders and (ii) resulting from
            any error in any tax or information return prepared by the Trust Administrator. Such
            indemnity shall survive the termination of this Agreement or the resignation or removal
            of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and
            agrees,


             


            
            -36-


             

            
            


            

            

            
            except as otherwise agreed upon in writing by the Depositor and the
            Trustee, and except for any such expense, disbursement or advance as may arise from the
            Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the
            Trustee, for all reasonable expenses, disbursements and advances incurred or made by
            the Trustee in accordance with any of the provisions of this Agreement with respect to:
            (A) the reasonable compensation and the expenses and disbursements of its counsel not
            associated with the closing of the issuance of the Certificates, and (B) the reasonable
            compensation, expenses and disbursements of any accountant, engineer or appraiser that
            is not regularly employed by the Trustee, to the extent that the Trustee must engage
            such persons to perform acts or services hereunder; provided, however, that if the
            Depositor fails to pay or reimburse the Trustee for such expense, such expense will be
            paid or reimbursed out of the Trust Fund. Except as otherwise provided herein, the
            Trustee shall not be entitled to payment or reimbursement for any routine ongoing
            expenses incurred by the Trustee in the ordinary course of its duties as Trustee
            hereunder or for any other expenses. Anything in this Agreement to the contrary
            notwithstanding, in no event shall the Trustee be liable for special, indirect or
            consequential loss or damage of any kind whatsoever (including but not limited to lost
            profits), even if the Trustee has been advised of the likelihood of such loss or damage
            and regardless of the form of action. With respect to any
            expenses or reimbursements due to the Trustee pursuant to this Section 6.05, on the
            Distribution Date of such reimbursement or future Distribution Dates, to the extent
            required, the aggregate of such expenses and reimbursements shall be allocated first,
            in reduction of the amount referred to in clause (i) of the definition of Interest
            Distribution Amount for such Distribution Date for each Class of Certificates to be
            allocated pro rata (based on the amount of the Interest Distribution Amount for each
            such Class before reduction pursuant to this Section 6.05) and then, if remaining
            unreimbursed, in reduction of the Principal Distribution Amount for such Distribution
            Date.


            
            Section
            6.06.         
            Eligibility Requirements for Trustee.
                                                      
                           


            
            The Trustee hereunder shall at all times be a corporation or association
            organized and doing business under the laws of any state or the United States of
            America, authorized under such laws to exercise corporate trust powers, having ratings
            on its long term debt obligations at the time of such appointment in at least the third
            highest rating category by both Fitch and S&P (provided that if such rating is in
            the third highest rating category of S&P, the Trustee shall also have a short-term
            rating from S&P of A-1) or such lower ratings as will not cause Fitch or S&P to
            lower their then current ratings of the Certificates, 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 corporation or association publishes reports of condition at
            least annually, pursuant to law or to the requirements of the aforesaid supervising or
            examining authority, then for the purposes of this Section 6.06 the combined
            capital and surplus of such corporation or association shall be deemed to be its
            combined capital and surplus as set forth in its most recent report of condition so
            published. In case at any time the Trustee shall cease to be eligible in accordance
            with the provisions of this Section 6.06, the Trustee shall resign immediately in
            the manner and with the effect specified in Section 6.07 hereof.


            
            Section
            6.07.         
            Resignation and Removal of Trustee.
                                                      
                           


            
            The Trustee may at any time resign and be discharged from the trusts
            hereby created by (a) giving written notice of resignation to the Depositor and
            the Trust Administrator and by mailing notice of resignation by first class mail,
            postage prepaid, to the Certificateholders at their addresses appearing on the
            Certificate Register and to the Rating Agencies, not less than 60 days before the date
            specified in such notice when, subject to Section 6.08, such resignation is to
            take effect, and (b) acceptance by a successor trustee in accordance with
            Section 6.08 meeting the qualifications set forth in Section 6.06.


             


            
            -37-


             

            
            


            

            

            
            If at any time the Trustee shall cease to be eligible in accordance with
            the provisions of Section 6.06 hereof and shall fail to resign after written
            request thereto by the Depositor, or if at any time the Trustee shall become incapable
            of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
            or of its property shall be appointed, or any public officer shall take charge or
            control of the Trustee or of its property or affairs for the purpose of rehabilitation,
            conservation or liquidation or if the Trustee breaches any of its obligations or
            representations hereunder, then the Depositor may remove the Trustee and appoint a
            successor trustee by written instrument, in duplicate, one copy of which instrument
            shall be delivered to the Trustee and one copy to the successor trustee. The Trustee
            may also be removed at any time by the Holders of Certificates evidencing not less than
            50% of the Voting Rights evidenced by the Certificates. Notice of any removal of the
            Trustee and acceptance of appointment by the successor trustee shall be given to the
            Rating Agencies by the Depositor.


            
            If no successor trustee shall have been so appointed and have accepted
            appointment within 30 days after the giving of such notice of resignation or receipt of
            a notice of removal, the resigning Trustee may, at the Trust Fund’s expense,
            petition any court of competent jurisdiction for the appointment of a successor
            trustee.


            
            Any resignation or removal of the Trustee and appointment of a successor
            trustee pursuant to any of the provisions of this Section 6.07 shall become
            effective upon acceptance of appointment by the successor trustee as provided in
            Section 6.08 hereof.


            
            Section 6.08.        
            Successor Trustee.
                                                      
                                                      
              


            
            Any successor trustee appointed as provided in Section 6.07 hereof
            shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee
            an instrument accepting such appointment hereunder and thereupon the resignation or
            removal of the predecessor trustee shall become effective and such successor trustee,
            without any further act, deed or conveyance, shall become fully vested with all the
            rights, powers, duties and obligations of its predecessor hereunder, with the like
            effect as if originally named as trustee herein. The Depositor, upon receipt of all
            amounts due it hereunder, and the predecessor trustee shall execute and deliver such
            instruments and do such other things as may reasonably be required for more fully and
            certainly vesting and confirming in the successor trustee all such rights, powers,
            duties, and obligations.


            
            No successor trustee shall accept appointment as provided in this
            Section 6.08 unless at the time of such acceptance such successor trustee
            shall be eligible under the provisions of Section 6.06 hereof and its acceptance
            shall not adversely affect the then current rating of the Certificates.


            
            Upon acceptance of appointment by a successor trustee as provided in
            this Section 6.08, the Depositor shall mail notice of the succession of such
            trustee hereunder to all Holders of Certificates at their addresses as shown in the
            Certificate Register. If the Depositor fails to mail such notice within ten days after
            acceptance of appointment by the successor trustee, the successor trustee shall cause
            such notice to be mailed at the expense of the Depositor.


            
            Section
            6.09.         
            Merger or Consolidation of Trustee.
                                                      
                              


            
            Any Person into which the Trustee may be merged or converted or with
            which it may be consolidated or any Person resulting from any merger, conversion or
            consolidation to which the Trustee shall be a party, or any Person succeeding to the
            business of the Trustee, shall be the successor of the Trustee hereunder,
            provided that such Person shall be eligible
            under the provisions of Section 6.06 hereof without the
            execution or filing of any paper or further act on the part of any of the parties
            hereto, anything herein to the contrary notwithstanding.


            
            Section
            6.10.         
            Appointment of Co-Trustee or Separate
            Trustee.
                                                   


            
            Notwithstanding any other provisions of this Agreement, at any time, for
            the purpose of meeting any legal requirements of any jurisdiction in which any part of
            the Trust Fund or property securing any Mortgage Note may at the time be located, the
            Trust Administrator and the Trustee acting jointly shall have the


             


            
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            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
            Fund, and to vest in such Person or Persons, in such capacity and for the benefit of
            the applicable Certificateholders, such title to the Trust Fund, or any part thereof,
            and, subject to the other provisions of this Section 6.10, such powers, duties,
            obligations, rights and trusts as the Trust Administrator and the Trustee may consider
            necessary or desirable. If the Trust Administrator shall not have joined in such
            appointment within fifteen days after the receipt by it of a request to do so, 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 6.06 and no notice to Certificateholders of the appointment
            of any co-trustee or separate trustee shall be required under
            Section 6.08.


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


            
            (a)
                    
            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 by the Trustee, the Trustee shall be
            incompetent or unqualified to perform such act or acts, in which event such rights,
            powers, duties and obligations (including the holding of title to the Trust Fund or any
            portion thereof in any such jurisdiction) shall be exercised and performed singly by
            such separate trustee or co-trustee, but solely at the direction of the
            Trustee;


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


            
            (c)
                    
            the Trust Administrator and the Trustee acting jointly may at any time
            accept the resignation of 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
            VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred,
            shall be vested with the estates or property specified in its instrument of
            appointment, either jointly with the Trustee or separately, as may be provided therein,
            subject to all the provisions of this Agreement, specifically including every provision
            of this Agreement relating to the conduct of, affecting the liability of, or affording
            protection to, the Trustee. Every such instrument shall be filed with the Trustee and a
            copy thereof given to the Trust Administrator and the Depositor.


            
            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. The Trust Administrator shall not be responsible for all action
            or inaction of any separate trustee or co-trustee. 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
            6.11.         
            Office of the Trustee.
                                                      
                                                   


            
            The office of the Trustee for purposes of receipt of notices and demands
            is the Corporate Trust Office.


             


            
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            ARTICLE VII


             


            
            THE TRUST ADMINISTRATOR


            
            Section
            7.01.         
            Duties of Trust Administrator.
                                                      
                                     


            
            The Trust Administrator undertakes with respect to the
            Trust Fund to perform such duties and only such duties as are specifically set forth in
            this Agreement. 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 person would exercise or use under the circumstances in the
            conduct of such person’s own affairs. Any permissive right of the Trust
            Administrator set forth in this Agreement shall not be construed as a
            duty.


            
            The Trust Administrator, upon receipt of all resolutions,
            certificates, statements, opinions, reports, documents, orders or other instruments
            furnished to the Trust Administrator that 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. The Trust Administrator shall have
            no duty to recompute, recalculate or verify the accuracy of any resolution,
            certificate, statement, opinion, report, document, order or other instrument so
            furnished to the Trust Administrator. If any such instrument is found not to conform in
            any material respect to the requirements of this Agreement, the Trust Administrator
            shall notify the Certificateholders of such instrument in the event that the Trust
            Administrator, after so requesting, does not receive a satisfactorily corrected
            instrument.


            
            No provision of this Agreement shall be construed to
            relieve the Trust Administrator from liability for its own negligent action, its own
            negligent failure to act or its own misconduct, its negligent failure to perform its
            obligations in compliance with this Agreement, or any liability which would be imposed
            by reason of its willful misfeasance or bad faith;
            provided,
            however, that:


            
            (a)
                    
            the duties and obligations of the Trust Administrator shall be
            determined solely by the express provisions of this Agreement, the Trust Administrator
            shall not be personally 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 Trust Administrator and the
            Trust Administrator may conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon any certificates or opinions
            furnished to the Trust Administrator and conforming to the requirements of this
            Agreement which it reasonably believed in good faith to be genuine and to have been
            duly executed by the proper authorities respecting any matters arising
            hereunder;


            
             


            
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            (b)
                    the
            Trust Administrator shall not be personally liable for an error of judgment made in
            good faith by a Responsible Officer or Responsible Officers of the Trust Administrator,
            unless the Trust Administrator was negligent in ascertaining or investigating the
            pertinent facts;


            
            (c)
                    
            the Trust Administrator shall not be personally liable with respect to
            any action taken, suffered or omitted to be taken by it in good faith in accordance
            with this Agreement or at the direction of the Holders of Certificates evidencing
            greater than 50% of the Voting Rights allocated to each Class of Certificates
            relating to the time, method and place of conducting any proceeding for any remedy
            available to the Trust Administrator, or exercising any trust or power conferred upon
            the Trust Administrator, under this Agreement; and


            

            

            
            (d)
                    
            no provision of this Agreement shall require the Trust Administrator to
            expend or risk its own funds or otherwise incur any financial liability in the
            performance of any of its duties hereunder or in the exercise of any of its rights or
            powers if it shall have reasonable grounds for believing that repayment of such funds
            or adequate indemnity against such risk or liability is not reasonably assured to
            it.


            
            The Trust Administrator shall have no duty (A) to see to any recording,
            filing or depositing of this Agreement or any agreement referred to herein or any
            financing statement or continuation statement evidencing a security interest, or to see
            to the maintenance of any such recording, filing or depositing or to any rerecording,
            refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to
            see to the payment or discharge of any tax, assessment or other governmental charge or
            any lien or encumbrance of any kind owing with respect to, assessed or levied against,
            any part of the Trust Fund other than from funds available in the Trust Certificate
            Account.


            
            Section
            7.02.         
            Certain Matters Affecting the Trust
            Administrator.
                                               


            
            (a)
                     
            Except as otherwise provided in Section 7.01:
                                                      
                           


            
            (i)            
            the Trust Administrator may request and rely upon and shall be protected
            in acting or refraining from acting upon any resolution, Officer’s Certificate,
            certificate of auditors or any other certificate, statement, instrument, opinion,
            report, notice, request, consent, order, appraisal, bond or other paper or document
            believed by it to be genuine and to have been signed or presented by the proper party
            or parties;


            
            (ii)          
            the Trust Administrator may consult with counsel, financial advisors or
            accountants and any advice of such Persons or opinion of counsel shall be full and
            complete authorization and protection in respect of any action taken or suffered or
            omitted by it hereunder in good faith and in accordance with such advice or opinion of
            counsel;


            
            (iii)         
            the Trust Administrator shall be under no obligation to exercise any of
            the trusts or powers vested in it by this Agreement or to institute, conduct or defend
            any litigation hereunder or in relation hereto 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 Trust Administrator reasonable security or
            indemnity against the costs, expenses and liabilities which may be incurred therein or
            thereby;


            
            (iv)         
            the Trust Administrator shall not be personally liable for any action
            taken, suffered or omitted by it in good faith and believed by it to be authorized or
            within the discretion or rights or powers conferred upon it by this
            Agreement;


            
            (v)           
            the Trust Administrator shall not be bound to make any investigation
            into the facts or matters stated in any resolution, certificate, statement, instrument,
            opinion, report, notice, request, consent, order, approval, bond or other paper or
            document, unless requested in writing so to do by Holders of Certificates evidencing
            greater than 50% of the Voting Rights allocated to each Class of
            Certificates; provided,
            however, that if the payment within a
            reasonable time to the Trust Administrator of the costs, expenses or liabilities likely
            to be incurred by it in the making of such investigation is, in the opinion of the
            Trust Administrator, not reasonably assured to the Trust Administrator by the security
            afforded to it by the terms of this Agreement, the Trust Administrator may require
            reasonable indemnity against such expense or liability as a


            
             


            
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            condition to taking any such action; the reasonable expense of every
            such investigation shall be paid by the Certificateholders requesting the
            investigation;


            
            (vi)         
            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 and the Trust Administrator shall not be responsible for any misconduct or
            negligence on the part of any such agent or attorney appointed with due
            care;


            
            (vii)        
            the Trust Administrator shall not be required to expend its own funds or
            otherwise incur any financial liability in the performance of any of its duties
            hereunder if it shall have reasonable grounds for believing that repayment of such
            funds or adequate indemnity against such liability is not assured to it;


            
            (viii)       
            the Trust Administrator shall not be liable for any loss on any
            investment of funds pursuant to this Agreement;


            
            (ix)         
            the right of the Trust Administrator to perform any discretionary act
            enumerated in this Agreement shall not be construed as a duty, and the Trust
            Administrator shall not be answerable for other than its negligence or willful
            misconduct in the performance of such act; and


            
            (x)           
            The Trust Administrator shall not be required to give any bond or surety
            in respect of the execution of the Trust Fund created hereby or the powers granted
            hereunder.


            
            (b)       
            All rights of action under this Agreement or under any of the
            Certificates, enforceable by the Trust Administrator, may be enforced by it without the
            possession of any of the Certificates, or the production thereof at the trial or other
            proceeding relating thereto, and any such suit, action or proceeding instituted by the
            Trust Administrator shall be brought in its name for the benefit of all the Holders of
            such Certificates, subject to the provisions of this Agreement.


            
            Section
            7.03.         
            Trust Administrator Not Liable for
            Certificates.
                                                   


            
            The recitals contained herein shall be taken as the statements of the
            Depositor and the Trust Administrator assumes no responsibility for their correctness.
            The Trust Administrator makes no representations as to the validity or sufficiency of
            this Agreement, the Certificates or of any related document. The Trust Administrator
            shall not be accountable for the use or application by the Depositor of any funds paid
            to the Depositor in respect of the Underlying Certificates or deposited in or withdrawn
            from the Trust Certificate Account by the Depositor. The Trust Administrator shall not
            be responsible for the legality or validity of this Agreement, the Underlying
            Certificates or the Underlying Pooling Agreement or the validity, priority, perfection
            or sufficiency of the security for the Certificates issued or intended to be issued
            hereunder. The Trust Administrator shall have no responsibility for filing any
            financing or continuation statement in any public office at any time or to otherwise
            perfect or maintain the perfection for any security interest or lien granted to it
            hereunder or to record this Agreement.


            
            Section
            7.04.         
            Trust Administrator May Own Certificates.
                                                      
                


            
            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 the Trust Administrator.


            
            Section
            7.05.         
            Trust Administrator’s Fees and
            Expenses.
                                                      
                   


            
            As compensation for its services hereunder, the Trust Administrator
            shall be paid an up-front fee and shall be entitled to any benefit derived from
            maintaining balances in the Trust Certificate Account (the “Trust Administrator
            Fee”). The Trust Administrator and any director, officer, employee or agent of
            the Trust


             


            
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            Administrator shall be indemnified by the Depositor (or if the Depositor
            shall fail to do so, by the Trust Fund) and held harmless against any loss, liability
            or expense (including reasonable attorney’s fees and expenses) incurred in
            connection with any claim or legal action relating to (a) this Agreement,
            (b) the Certificates or (c) the performance of any of the Trust
            Administrator’s duties hereunder, other than any loss, liability or expense
            incurred by reason of willful misfeasance, bad faith or negligence in the performance
            of any of the Trust Administrator’s duties hereunder or incurred by reason of any
            action of the Trust Administrator taken at the direction of the
            Certificateholders; provided,
            however, that such indemnity amounts
            payable by the Depositor or the Trust Fund to the Trust Administrator pursuant to this
            Section 7.05 shall not exceed $200,000 per year;
            provided,
            further, that any amounts not payable by
            the Depositor or the Trust Fund to the Trust Administrator due to the preceding proviso
            shall be payable by the Depositor (or if the Depositor fails to do so, by the Trust
            Fund) in any succeeding year, subject to the aggregate $200,000 per annum limitation
            imposed by the preceding proviso. Such indemnity shall survive the termination of this
            Agreement or the resignation or removal of the Trust Administrator hereunder. Without
            limiting the foregoing, the Depositor (or if the Depositor fails to do so, the Trust
            Fund) shall, except as otherwise agreed upon in writing by the Depositor and the Trust
            Administrator, and except for any such expense, disbursement or advance as may arise
            from the Trust Administrator’s negligence, bad faith or willful misconduct, pay
            or reimburse the Trust Administrator (up to a maximum of $150,000), for all reasonable
            expenses, disbursements and advances incurred or made by the Trust Administrator in
            accordance with any of the provisions of this Agreement with respect to: (A) the
            reasonable compensation and the expenses and disbursements of its counsel not
            associated with the closing of the issuance of the Certificates, (B) the reasonable
            compensation, expenses and disbursements of any accountant, engineer or appraiser that
            is not regularly employed by the Trust Administrator, to the extent that the Trust
            Administrator must engage such persons to perform acts or services hereunder and (C)
            printing and engraving expenses in connection with preparing any Definitive
            Certificates. Except as otherwise provided herein, the Trust Administrator shall not be
            entitled to payment or reimbursement for any routine ongoing expenses incurred by the
            Trust Administrator in the ordinary course of its duties as Trust Administrator
            (including in its capacity as Tax Matters Person hereunder). Anything in this Agreement
            to the contrary notwithstanding, in no event shall the Trust Administrator be liable
            for special, indirect or consequential loss or damage of any kind whatsoever (including
            but not limited to lost profits), even if the Trust Administrator has been advised of
            the likelihood of such loss or damage and regardless of the form of action. With
            respect to any expenses or reimbursements due to the Trust Administrator pursuant to
            this Section 7.05, on the Distribution Date of such reimbursement or future
            Distribution Dates to the extent required, the aggregate of such expenses and
            reimbursements shall be allocated first, in reduction of the amount referred to in
            clause (i) of the definition of Interest Distribution Amount for such Distribution
            Date for each Class of Certificates to be allocated pro
            rata (based on the amount of the Interest Distribution Amount
            for each such Class before reduction pursuant to this Section 7.05) and then,
            if remaining unreimbursed, in reduction of the Principal Distribution Amount for such
            Distribution Date.


            
            Section
            7.06.         
            Eligibility Requirements for Trust
            Administrator.
                                                    


            
            The Trust Administrator hereunder shall at all times be (a) an
            institution the deposits of which are fully insured by the FDIC and (b) a
            corporation or banking association organized and doing business under the laws of any
            state or the United States of America, authorized under such laws to


             


            
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            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 and (c) with respect to every successor Trust Administrator hereunder an
            institution the long-term unsecured debt obligations of which are rated at least BBB or
            better by S&P and Fitch unless the failure of the Trust Administrator’s
            long-term unsecured debt obligations to have such ratings would not result in the
            lowering of the ratings originally assigned to any Class of Certificates and (d)
            the trust administrator for the Underlying Trust. If such corporation or banking
            association publishes reports of condition at least annually, pursuant to law or to the
            requirements of the aforesaid supervising or examining authority, then for the purposes
            of this Section 7.06 the combined capital and surplus of such corporation or
            association shall be deemed to be its combined capital and surplus as set forth in its
            most recent report of condition so published. In case at any time the Trust
            Administrator shall cease to be eligible in accordance with the provisions of this
            Section 7.06, the Trust Administrator shall resign immediately, subject to and
            with the effect specified in Section 7.07 hereof.


            
            Section
            7.07.         
            Resignation and Removal of Trust
            Administrator.
                                                    


            
            The Trust Administrator may at any time resign and be discharged from
            the trusts hereby created by (a) giving written notice of resignation to the
            Depositor and the Trustee and by mailing notice of resignation by first class mail,
            postage prepaid, to the Certificateholders at their addresses appearing on the
            Certificate Register and to the Rating Agencies, not less than 60 days before the date
            specified in such notice when, subject to Section 7.08, such resignation is to
            take effect, and (b) acceptance by a successor trust administrator in accordance
            with Section 7.08 meeting the qualifications set forth in
            Section 7.06; provided,
            however, that the Trust Administrator shall
            not resign and be discharged from the trusts hereby created for so long as it remains
            the trust administrator for the Underlying Trust.


            
            If at any time the Trust Administrator shall cease to be eligible in
            accordance with the provisions of Section 7.06 hereof and shall fail to resign
            after written request thereto by the Depositor, or if at any time the Trust
            Administrator shall become incapable of acting, or shall be adjudged a bankrupt or
            insolvent, or a receiver of the Trust Administrator or of its property shall be
            appointed, or any public officer shall take charge or control of the Trust
            Administrator or of its property or affairs for the purpose of rehabilitation,
            conservation or liquidation or if the Trust Administrator breaches any of its
            obligations or representations hereunder, then the Depositor may remove the Trust
            Administrator and appoint a successor trust administrator by written instrument, in
            duplicate, one copy of which instrument shall be delivered to the Trust Administrator
            and one copy to the successor trust administrator;
            provided,
            however, that no such removal of the Trust
            Administrator hereunder shall be effective for so long as the Trust Administrator
            remains the trust administrator for the Underlying Trust. The Trust Administrator may
            also be removed at any time by the Trustee or the Holders of Certificates evidencing
            not less than 50% of the Voting Rights evidenced by the Certificates;
            provided,
            however, that no such removal of the Trust
            Administrator hereunder shall be effective for so long as the Trust Administrator
            remains the trust administrator for the Underlying Trust. Notice of any removal of the
            Trust Administrator and acceptance of appointment by the successor trust administrator
            shall be given to the Rating Agencies by the Depositor.


            
            If no successor trust administrator shall have been so appointed and
            have accepted appointment within 30 days after the giving of such notice of resignation
            or receipt of a notice of removal, the resigning Trust Administrator may, at the Trust
            Fund’s expense, petition any court of competent jurisdiction for the appointment
            of a successor trust administrator.


            
            In the event that Wells Fargo Bank, N.A. is removed or replaced as the
            trust administrator of the Underlying Trust in accordance with the terms of the
            Underlying Pooling Agreement, the


             


            
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            replacement trust administrator for the Underlying Trust shall become
            the successor Trust Administrator hereunder. The Trust Administrator agrees to
            cooperate with the Trustee and such replacement trust administrator in effecting the
            termination of the Trust Administrator’s responsibilities and rights hereunder.
            No such termination shall release the Trust Administrator for any liability that it
            would otherwise have hereunder for any act or omission prior to the effective time of
            such termination.


            
            Any resignation or removal of the Trust Administrator and appointment of
            a successor trust administrator pursuant to any of the provisions of this
            Section 7.07 shall become effective upon acceptance of appointment by the
            successor trust administrator as provided in Section 7.08 hereof.


            
            Section 7.08.        
            Successor Trust Administrator.
                                                      
                                    


            
            Any successor trust administrator appointed as provided in
            Section 7.07 hereof shall execute, acknowledge and deliver to the Depositor and to
            its predecessor trust administrator an instrument accepting such appointment hereunder
            and thereupon the resignation or removal of the predecessor trust administrator shall
            become effective and such successor 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 the like effect as if originally named
            as Trust Administrator herein. The Depositor, upon receipt of all amounts due it
            hereunder, and the predecessor trust administrator shall execute and deliver such
            instruments and do such other things as may reasonably be required for more fully and
            certainly vesting and confirming in the successor trust administrator all such rights,
            powers, duties, and obligations.


            
            No successor trust administrator shall accept appointment as provided in
            this Section 7.08 unless at the time of such acceptance such successor trust
            administrator shall be eligible under the provisions of Section 7.06 hereof and
            its acceptance shall not adversely affect the then current rating of the
            Certificates.


            
            Upon acceptance of appointment by a successor trust administrator as
            provided in this Section 7.08, the Depositor shall mail notice of the succession
            of such trust administrator hereunder to all Holders of Certificates at their addresses
            as shown in the Certificate Register. If the Depositor fails to mail such notice within
            ten days after acceptance of appointment by the successor trust administrator, the
            successor trust administrator shall cause such notice to be mailed at the expense of
            the Depositor.


            
            Section
            7.09.         
            Merger or Consolidation of Trust
            Administrator.
                                                  


            
            Any Person into which the Trust Administrator may be merged or converted
            or with which it may be consolidated or any Person resulting from any merger,
            conversion or consolidation to which the Trust Administrator shall be a party, or any
            Person succeeding to the business of the Trust Administrator, shall be the successor of
            the Trust Administrator hereunder, provided
            that such Person shall be eligible under the provisions of
            Section 7.06 hereof without the execution or filing of any paper or further act on
            the part of any of the parties hereto, anything herein to the contrary
            notwithstanding.


            
            Section
            7.10.         
            Appointment of Co-Trust Administrator or Separate Trust
            Administrator.


            
            Notwithstanding any other provisions of this Agreement, at any time, for
            the purpose of meeting any legal requirements of any jurisdiction in which any part of
            the Trust Fund or property securing any Mortgage Note may at the time be located, the
            Trustee and the Trust Administrator acting


             


            
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            jointly shall have the power and shall execute and deliver all
            instruments to appoint one or more Persons approved by the Trust Administrator to act
            as co-trust administrator or co-trust administrators jointly with the Trust
            Administrator, or separate trust administrator or separate trust administrators, of all
            or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity
            and for the benefit of the applicable Certificateholders, such title to the Trust Fund,
            or any part thereof, and, subject to the other provisions of this Section 7.10,
            such powers, duties, obligations, rights and trusts as the Trustee and the Trust
            Administrator may consider necessary or desirable. If the Trustee shall not have joined
            in such appointment within fifteen days after the receipt by it of a request to do so,
            the Trust Administrator alone shall have the power to make such appointment. No
            co-trust administrator or separate trust administrator hereunder shall be required to
            meet the terms of eligibility as a successor trust administrator under
            Section 7.06 and no notice to Certificateholders of the appointment of any
            co-trust administrator or separate trust administrator shall be required under
            Section 7.08.


            
            Every separate trust administrator and co-trust administrator shall, to
            the extent permitted by law, be appointed and act subject to the following provisions
            and conditions:


            
            (a)
                    all
            rights, powers, duties and obligations conferred or imposed upon the Trust
            Administrator shall be conferred or imposed upon and exercised or performed by the
            Trust Administrator and such separate trust administrator or co-trust administrator
            jointly (it being understood that such separate trust administrator or co-trust
            administrator is not authorized to act separately without the Trust Administrator
            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 by the Trust Administrator, the
            Trust Administrator shall be incompetent or unqualified to perform such act or acts, in
            which event such rights, powers, duties and obligations (including the holding of title
            to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
            and performed singly by such separate trust administrator or co-trust administrator,
            but solely at the direction of the Trust Administrator;


            
            (b)
                    
            no trust administrator hereunder shall be held personally liable by
            reason of any act or omission of any other trust administrator hereunder;
            and


            
            (c)
                    
            the Trustee and the Trust Administrator acting jointly may at any time
            accept the resignation of or remove any separate trust administrator or co-trust
            administrator.


            
            Any notice, request or other writing given to the Trust Administrator
            shall be deemed to have been given to each of the then separate trust administrators
            and co-trust administrators, as effectively as if given to each of them. Every
            instrument appointing any separate trust administrator or co-trust administrator shall
            refer to this Agreement and the conditions of this Article VII. Each separate trust
            administrator and co-trust administrator, 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 Trust Administrator 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 Trust Administrator. Every such
            instrument shall be filed with the Trust Administrator and a copy thereof given to the
            Depositor.


            
            Any separate trust administrator or co-trust administrator may, at any
            time, constitute the Trust Administrator, 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. The Trust Administrator
            shall not be responsible for any action or inaction of any separate Trust Administrator
            or Co-Trust Administrator. If any separate trust administrator or co-trust
            administrator 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 Trust Administrator, to the extent permitted by law, without
            the appointment of a new or successor trust administrator.


            
            Section
            7.11.         
            Office of the Trust Administrator.
                                                      
                                   


            
            The office of the Trust Administrator for purposes of receipt of notices
            and demands is the Corporate Trust Office.


             


            
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            ARTICLE VIII


             


            
            TERMINATION


            
            Section
            8.01.         
            Termination.
                                                      
                                                      
                       


            
            (a)
                     
            Subject to Section 8.02, the respective obligations and
            responsibilities of the Depositor, the Trust Administrator and the Trustee created
            hereby with respect to the Certificates (other than the obligation to make certain
            payments and to send certain notices to Certificateholders as hereinafter set forth)
            shall terminate immediately upon the occurrence of the last action required to be taken
            by the Trust Administrator on the Termination Date;
            provided,
            however, that in no event shall the trust
            created hereby continue beyond the expiration of twenty-one years from the death of the
            last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
            United States to the United Kingdom, living on the date hereof.


            
            (b)
                     
            Upon presentation and surrender of the Certificates by the
            Certificateholders on the Termination Date, the Trust Administrator shall distribute to
            the Certificateholders the amounts otherwise distributable on such Distribution Date
            pursuant to Section 3.05(a). Any funds not distributed on the Termination Date
            because of the failure of any Certificateholders to tender their Certificates shall be
            set aside and held in trust for the account of the appropriate non-tendering
            Certificateholders, whereupon the Trust Fund shall terminate, and such funds shall not
            be invested. If any Certificates as to which notice of the Termination Date has been
            given pursuant to this Section 8.01 shall not have been surrendered for
            cancellation within six months after the time specified in such notice, the Trust
            Administrator shall mail a second notice to the remaining Certificateholders, at their
            last addresses shown in the Certificate Register, to surrender their Certificates for
            cancellation in order to receive, from such funds held, the final distribution with
            respect thereto. If within one year after the second notice any Certificate shall not
            have been surrendered for cancellation, the Trust Administrator shall so notify the
            Depositor who shall upon receipt of such notice, directly or through an agent, take
            reasonable steps to contact the remaining Certificateholders concerning surrender of
            their Certificates. The costs and expenses of maintaining such funds and of contacting
            Certificateholders shall be paid out of the assets which remain held. If within two
            years after the second notice any Certificates shall not have been surrendered for
            cancellation, the Trust Administrator shall pay to the Depositor all amounts
            distributable to the Holders thereof and the Depositor shall thereafter hold such
            amounts for the benefit of such Holders. No interest shall accrue or be payable to any
            Certificateholder on any amount held as a result of such Certificateholder’s
            failure to surrender its Certificate(s) for final payment thereof in accordance with
            this Section 8.01.


            
            Section
            8.02.         
            Additional Termination Requirements.
                                                      
                        


            
            (a)
                      
            Upon receipt of a Notice of Final Distribution pursuant to the
            Underlying Pooling Agreement and within 90 days prior to the anticipated Termination
            Date, the Trust Administrator shall adopt and sign a plan of complete liquidation of
            the Trust Fund and each REMIC created hereunder meeting the requirements of
            Section 860F(a)(4)(A) of the Code pursuant to which the Trust Administrator shall
            sell or otherwise dispose of all the remaining assets of the Trust Fund, unless the
            Depositor, the Trustee and the Trust Administrator have received an Opinion of Counsel
            to the effect that the failure of the Trust Fund to comply with the requirements of
            this Section 8.02 will not (i) result in the imposition of taxes on
            “prohibited transactions” of any REMIC created hereunder as
            described in Section 860F of the Code, or (subject to Section 3.01(f) hereof)
            (ii) cause any REMIC created hereunder to fail to qualify as
            a REMIC at any time that any Certificate is outstanding.


             


            
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            (b)
                     
            Each Holder of a Certificate hereby irrevocably approves and appoints
            the Trust Administrator as its attorney-in-fact for the purposes of, adoption of the
            plan of complete liquidation in accordance with the terms and conditions of this
            Agreement.


            
             


            
            ARTICLE IX


             


            
            EXCHANGE ACT REPORTING


            
            Section
            9.01.         
            Commission Reporting.
                                                      
                                                


            
            The Trust Administrator shall reasonably cooperate with the Depositor in
            connection with the Trust’s satisfying the reporting requirements under the
            Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any
            Forms 8-K, 10-D and 10-K customary for similar securities as required by the Exchange
            Act and the rules and regulations of the Commission thereunder, and the Depositor shall
            sign and the Trust Administrator shall file (via EDGAR) such Forms on behalf of the
            Depositor.


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


            
            Section 9.02.        
            Form 10-D Reporting.
                                                      
                                                   


            
            Within 15 days after each Distribution Date (subject to permitted
            extensions under the Exchange Act), the Trust Administrator shall prepare and file on
            behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and
            substance as required by the Exchange Act. The Trust Administrator shall file each
            Form 10-D with a copy of the related monthly statement attached thereto. 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 F to the Depositor and 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.


            
            As set forth on Exhibit F hereto, within five calendar days after
            the related Distribution Date, (i) the parties set forth thereon shall be required
            to provide to the Trust Administrator and the Depositor, to the extent known by a
            responsible party thereof, in EDGAR-compatible form, or in such other form 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 of Exhibit G hereto (an “Additional
            Disclosure Notification”) and (ii) the Depositor will


             


            
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            approve, as to form and substance, or disapprove, as the case may be,
            the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
            Depositor will be responsible for any reasonable fees and expenses assessed or incurred
            by the Trust Administrator in connection with including any Additional Form 10-D
            Disclosure on Form 10-D pursuant to this paragraph.


            
            After preparing the Form 10-D, the Trust Administrator shall
            forward electronically a draft copy of the Form 10-D to the Depositor for review.
            Within two business days of receipt of such copy, but in no event no later than the
            12th calendar day after the related 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, 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 filing of the Form 10-D.
            No later than two Business Days prior to the 15th calendar day after the related
            Distribution Date, a duly authorized representative of the Depositor shall sign the
            Form 10-D and return an electronic or fax copy of such signed Form 10-D (with
            an original executed hard copy to follow by overnight mail) to the Trust Administrator.
            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 9.05. Promptly (but no later than one 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 prepared and filed by the Trust Administrator.
            Each party to this Agreement acknowledges that the performance by the Trust
            Administrator of its duties under this Section 9.02 related to the timely
            preparation, execution and filing of Form 10-D is contingent upon such parties strictly
            observing all applicable deadlines in the performance of their duties under this
            Section 9.02. The Trust Administrator shall not have any liability for any loss,
            expense, damage or claim arising out of or with respect to any failure to properly
            prepare, timely execute and/or timely file such Form 10-D, where such failure
            results from the Trust Administrator’s inability or failure to obtain or receive,
            on a timely basis, any information from any other party hereto needed to prepare,
            arrange for execution or file such Form 10-D, not resulting from its own
            negligence, bad faith or willful misconduct.


            
            Section 9.03.        
            Form 10-K Reporting.
                                                      
                                                   


            
            Within 90 days after the end of each fiscal year of the Trust Fund or
            such earlier date as may be required by the Exchange Act (the “10-K Filing
            Deadline”) (it being understood that the fiscal year for the Trust Fund ends on
            December 31st of each year), commencing in March 2008, the Trust Administrator shall
            prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as
            required by the Exchange Act. Each such Form 10-K shall include the following items, in
            each case to the extent they have been delivered to the Trust Administrator within the
            applicable time frames set forth in this Agreement, (i) the Item 1123 Certificate for
            the Trust Administrator and any Servicing Function Participant engaged by the Trust
            Administrator (each, a “Reporting Servicer”) as described under
            Section 9.06, (ii)(A) the Assessment of Compliance with servicing criteria for
            each Reporting Servicer as described under Section 9.07, and (B) if any Reporting
            Servicer’s Assessment of Compliance identifies any material instance of
            noncompliance, disclosure identifying such instance of noncompliance, or if any
            Reporting Servicer’s Assessment of Compliance is not included as an exhibit to
            such Form 10-K, disclosure that such report is not included and an explanation why such
            report is not included, (iii)(A) the Accountant’s Attestation for each Reporting
            Servicer, as described under Section 9.08, and (B) if any Accountant’s
            Attestation identifies any material instance of noncompliance, disclosure identifying
            such instance of noncompliance, or if any such Accountant’s Attestation is not
            included as an exhibit to such Form 10-K, disclosure that such report is not included
            and an explanation why such report is not included, (iv) a Sarbanes-Oxley Certification
            as described in Section 9.09 and (v) all of the information contained on the
            annual report on Form 10-K for the Underlying Trust for such year, provided that a Form
            10-K was filed for such year. Any disclosure or information in addition to (i) through
            (v) above that is required to be


             


            
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            included on Form 10-K (“Additional Form 10-K Disclosure”)
            shall be reported by the parties set forth on Exhibit H to the Depositor and 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.


            
            As set forth on Exhibit H hereto, no later than March 15 of each
            year that the Trust Fund is subject to the Exchange Act reporting requirements,
            commencing in 2008, (i) the parties set forth on Exhibit H shall be required to
            provide to the Trust Administrator and the Depositor, to the extent known by a
            responsible officer thereof, in EDGAR-compatible form, or in such other form as
            otherwise agreed upon by the 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 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 paragraph.


            
            After preparing the Form 10-K, the Trust Administrator shall forward
            electronically a draft copy of the Form 10-K to the Depositor for review. Within three
            (3) business days of receipt, but in no event later than March 25, the Depositor shall
            notify the 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 the Trust Administrator shall be entitled to assume that such Form
            10-K is in final form. No later than the close of business on the 4th Business Day
            prior to the 10-K Filing Deadline, the Depositor shall sign the Form 10-K and return an
            electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
            follow by overnight mail) to the Trust Administrator. 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 9.05. Promptly (but no later than
            one 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 prepared and
            filed by the Trust Administrator. The parties to this Agreement acknowledge that the
            performance by the Trust Administrator of its duties under this
            Section 9.03 related to the timely preparation and filing of Form 10-K is
            contingent upon such parties strictly observing all applicable deadlines in the
            performance of their duties under Article IX. The Trust Administrator shall not
            have any liability for any loss, expense, damage, claim arising out of or with respect
            to any failure to properly prepare and/or timely file such Form 10-K, where such
            failure results from the Trust Administrator’s inability or failure to obtain or
            receive, on a timely basis, any information from any other party hereto needed to
            prepare, arrange for execution or file such Form 10-K, not resulting from its own
            negligence, bad faith or willful misconduct.


            
            Section 9.04.        
            Form 8-K Reporting.
                                                      
                                                     


            
            Within four (4) Business Days after the occurrence of an event requiring
            disclosure on Form 8-K or the filing of a current report on Form 8-K with respect to
            the Underlying Trust (each such event, a “Reportable Event”), and if
            requested by the Depositor, the Trust Administrator shall prepare and file on behalf of
            the Trust Fund any Form 8-K, as required by the Exchange Act, provided that the
            Depositor shall file the initial Form 8-K in connection with the issuance of the
            Certificates. Any disclosure or information related to a Reportable Event or that is
            otherwise required to be included on Form 8-K (“Form 8-K Disclosure
            Information”) shall be reported by the parties set forth on Exhibit I 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


             


            
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            determine or prepare any Form 8-K Disclosure Information or any Form
            8-K, except as set forth in the next paragraph.


            
            As set forth on Exhibit I hereto, for so long as the Trust Fund is
            subject to the Exchange Act reporting requirements, no later than the end of business
            (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event
            (i) the parties to this transaction shall be required to provide to the Trust
            Administrator and the Depositor, to the extent known by a responsible officer thereof,
            in EDGAR-compatible form, or in such other form as otherwise agreed upon by the 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. 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 paragraph.


            
            After preparing the Form 8-K, the Trust Administrator shall forward
            electronically a draft copy of the Form 8-K to the Depositor for review. Promptly, but
            no later than the close of business on the 3rd business day after the Reportable Event,
            the Depositor shall notify the Trust Administrator in writing of any changes to or
            approval of such Form 8-K. In the absence of receipt of any written changes or
            approval, 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 filing of the Form 8-K. No
            later than noon, New York City time, on the fourth Business Day following the
            Reportable Event, a duly authorized representative of the Depositor shall sign the Form
            8-K and return an electronic or fax copy of such signed Form 8-K (with an original
            executed hard copy to follow by overnight mail) to the Trust Administrator. 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 9.05. Promptly
            (but no later than one 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 prepared and filed by the Trust Administrator. The parties to this Agreement
            acknowledge that the performance by the Trust Administrator of its duties under this
            Section 9.04 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 9.04. The Trust Administrator shall
            not have any liability for any loss, expense, damage or claim arising out of or with
            respect to any failure to properly prepare and/or timely file such Form 8-K, where such
            failure results from the Trust Administrator’s inability or failure to obtain or
            receive, on a timely basis, any information from any other party hereto needed to
            prepare, arrange for execution or file such Form 8-K, not resulting from its own
            negligence, bad faith or willful misconduct.


            
            Section
            9.05.         
            Delisting; Amendment; Late Filing of
            Reports.
                                                     


            
            On or before 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 Fund 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, 10-D or 10-K required to be
            filed by this Agreement because required disclosure information was either not
            delivered to it or delivered to it after the delivery deadlines set forth in this
            Agreement or for any other reason, the Trust Administrator shall promptly notify
            electronically the Depositor. In the case of Form 10-D and 10-K, the parties to this
            Agreement shall cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as
            applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
            Trust Administrator will, upon receipt of all


             


            
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            required Form 8-K Disclosure Information and upon the approval and
            direction of the Depositor, include such disclosure information on the next Form 10-D.
            In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended in
            connection with any additional Form 10-D Disclosure (other than for the purpose of
            restating the Monthly Report), the Trust Administrator shall electronically notify the
            Depositor and such parties will cooperate to prepare any necessary Form 8-K/A, 10-D/A
            or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
            signed by an appropriate officer of the Depositor. The parties to this Agreement
            acknowledge that the performance by the Trust Administrator of its duties under this
            Section 9.05 related to the timely preparation and filing of Form 15, a Form
            12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
            performing its duties under this Section 9.05. The Trust Administrator shall not
            have any liability for any loss, expense, damage or claim arising out of or with
            respect to any failure to properly prepare and/or timely file any such Form 15, Form
            12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
            the Trust Administrator’s inability or failure to obtain or receive, on a timely
            basis, any information from any other party hereto needed to prepare, arrange for
            execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
            10-K, not resulting from its own negligence, bad faith or willful
            misconduct.


            
            Section
            9.06.         
            Annual Statements of Compliance.
                                                      
                                


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


            
            In the event the Trust Administrator is terminated or resigns pursuant
            to the terms of this Agreement, the Trust Administrator shall provide an Item 1123
            Certificate pursuant to this Section 9.06 notwithstanding any such
            termination, assignment or resignation.


            
            Section
            9.07.         
            Annual Assessments of Compliance.
                                                      
                               


            
            By March 15 of each year, commencing in March 2008, the Trust
            Administrator, at its own expense, shall furnish or otherwise make available, and shall
            cause any Servicing Function Participant engaged by it to furnish or otherwise make
            available, each at its own expense, to the Trust Administrator, the Trustee and the
            Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria
            (an “Assessment of Compliance”) that contains (A) a statement by such
            party of its responsibility for assessing compliance with the Relevant Servicing
            Criteria for each party as set forth on Exhibit K, (B) a statement that such
            party used the Relevant Servicing Criteria to assess compliance with the Relevant
            Servicing Criteria, (C) such party’s assessment of compliance with the
            Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K
            required to be filed pursuant to Section 9.03, including, if there has been any
            material instance of noncompliance with the Relevant Servicing Criteria, a discussion
            of each such failure and the nature and status thereof, and (D) a
            statement


             


            
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            that a registered public accounting firm has issued an
            Accountant’s Attestation on such party’s Assessment of Compliance with the
            Relevant Servicing Criteria as of and for such period.


            
            Promptly after receipt of each Assessment of Compliance, the Depositor
            shall review each such report and, if applicable, consult with the Trust Administrator
            and any Servicing Function Participant as to the nature of any material instance of
            noncompliance with the Relevant Servicing Criteria by each such party. None of such
            parties will be required to deliver any such assessments until April 15 in any given
            year so long as it has received written confirmation from the Depositor that a
            Form 10-K is not required to be filed in respect of the Trust Fund for the
            preceding calendar year.


            
            In the event the Trust Administrator or any Servicing Function
            Participant engaged by the Trust Administrator is terminated, assigns its rights and
            obligations under, or resigns pursuant to, the terms of this Agreement, or any other
            applicable agreement, as the case may be, such party shall provide a report on
            assessment of compliance pursuant to this Section 9.07, or such other applicable
            agreement, notwithstanding any such termination, assignment of resignation.


            
            Section
            9.08.         
            Accountant’s Attestation.
                                                      
                                             


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


            
            Promptly after receipt of such Accountant’s Attestations from the
            Trust Administrator or any Servicing Function Participant, (i) the Depositor shall
            review the report and, if applicable, consult with such parties as to the nature of any
            defaults by such parties, in the fulfillment of any of each such party’s
            obligations hereunder or under any other applicable agreement, and (ii) the Trust
            Administrator shall confirm that each Assessment of Compliance is coupled with an
            Accountant’s Attestation meeting the requirements of this Section and notify
            the Depositor of any exceptions. None of such parties shall be required to deliver any
            such assessments until April 15 in any given year so long as it has received written
            confirmation from the Depositor that a Form 10-K is not required to be filed in respect
            of the Trust Fund for the preceding calendar year.


            
            In the event the Trust Administrator or any Servicing Function
            Participant engaged by the Trust Administrator is terminated, assigns its rights and
            duties under, or resigns pursuant to the terms of, this Agreement, or any applicable
            sub-servicing agreement, as the case may be, such party shall, at its sole expense,
            cause a registered public accounting firm to provide an attestation pursuant to this
            Section 9.08, or such other applicable agreement, notwithstanding any such
            termination, assignment or resignation.


            
            Section 9.09.        
            Sarbanes-Oxley Certification.
                                                      
                                      


            
            Each Form 10-K shall include a certification (the “Sarbanes-Oxley
            Certification”) required to be included therewith pursuant to the Sarbanes-Oxley
            Act. The Trust Administrator shall provide to the Person who signs the Sarbanes-Oxley
            Certification (the “Certifying Person”), by March 15 of each year in which
            the Trust Fund is subject to the reporting requirements of the Exchange Act and
            otherwise within a reasonable period of time upon request, a certification (each, a
            “Back-Up Certification”), in the form attached hereto as Exhibit J,
            upon which the Certifying Person, the entity for which the Certifying Person acts as an
            officer, and such entity’s officers, directors and Affiliates (collectively with
            the Certifying Person, “Certification Parties”) can reasonably rely. The
            Depositor shall serve as the Certifying Person on behalf of the Trust Fund. In the
            event the Trust Administrator is terminated or resigns pursuant to the terms of this
            Agreement, the Trust Administrator shall provide a Back-Up Certification to the
            Certifying Person pursuant to this Section 9.07 with respect to the period of time
            it was subject to this Agreement.


             


            
            -53-


             

            
            


            


            
            ARTICLE X


             


            
            MISCELLANEOUS PROVISIONS


            
            Section 10.01.      
            Amendment.
                                                      
                                                      
                       


            
            (a)
                     
            This Agreement may be amended from time to time by the Trust
            Administrator, the Depositor and the Trustee, without the consent of any of the
            Certificateholders:


            
            (i)
                      
            to cure any ambiguity,
                                                      
                                                   


            
            (ii)
                     
            to correct or supplement any provisions herein or therein, which may be
            inconsistent with any other provisions herein or therein or to correct any
            error,


            
            (iii)
                    
            to modify, eliminate or add to any of its provisions to such extent as
            shall be necessary or desirable to maintain the qualification of the Trust Fund as a
            real estate mortgage investment conduit at all times that any Certificate is
            outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust
            Fund pursuant to the Code that would be a claim against the Trust Fund, provided that
            the Trustee and the Trust Administrator have received an Opinion of Counsel to the
            effect that (A) such action is necessary or desirable to maintain such qualification or
            to avoid or minimize the risk of the imposition of any such tax and (B) such action
            will not adversely affect in any material respect the interests of any
            Certificateholder,


            
            (iv)
                    
            to change the timing and/or nature of deposits into the Trust
            Certificate Account, provided that (A) such change shall not, as evidenced by an
            Opinion of Counsel, adversely affect in any material respect the interests of any
            Certificateholder and (B) such change shall not adversely affect the then-current
            rating of the Certificates, as evidenced by a letter from each Rating Agency then
            rating the Certificates to such effect,


            
            (v)
                     
            to modify, eliminate or add to the provisions of Section 4.02(e) or
            any other provision hereof restricting transfer of the Class AR Certificate by
            virtue of their being the “residual interest” in the REMICs created
            hereunder, provided that (A) such change shall not adversely affect the then current
            ratings of the Certificates, as evidenced by a letter from the Rating Agency to such
            effect, and (B) such change


             


            
            -54-


             

            
            


            

            

            
            shall not, as evidenced by an Opinion of Counsel, cause either the Trust
            Fund or any of the Certificateholders (other than the transferor) to be subject to a
            tax caused by a transfer to a Non-United States Person or a Person that is not a
            Permitted Transferee, or


            
            (vi)
                    
            to make any other provisions with respect to matters or questions
            arising under this Agreement which shall not be materially inconsistent with the
            provisions of this Agreement, provided that such action shall not, as evidenced by an
            Opinion of Counsel, adversely affect in any material respect the interests of any
            Certificateholder.


            
            (b)
                    
            This Agreement may also be amended from time to time by the Trust
            Administrator, the Depositor and the Trustee with the consent of the Holders of
            Certificates evidencing in the aggregate not less than 66% of the Percentage Interests
            of each Class of Certificates affected thereby for the purpose of adding any provisions
            to or changing in any manner or eliminating any of the provisions of this Agreement or
            of modifying in any manner the rights of the Holders of Certificates of such Class;
            provided, however, that no such amendment shall:


            
            (i)
                      
            reduce in any manner the amount of, or delay the timing of, payments
            which are required to be distributed on any Certificate without the consent of the
            Holder of such Certificate, or


            
            (ii)
                     
            reduce the aforesaid percentage of Certificates of any Class the Holders
            of which are required to consent to any such amendment, in any such case without the
            consent of the Holders of all Certificates of such Class then outstanding.


            
            (c)
                     
            Notwithstanding any contrary provision of this Agreement, the Trustee
            shall not consent to any amendment to this Agreement unless it shall have first
            received an Opinion of Counsel to the effect that such amendment or the exercise of any
            power granted to the Depositor or the Trustee in accordance with such amendment will
            not (a) result in the imposition of a tax on the Trust Fund, (b) cause the Trust Fund
            to fail to qualify as a real estate mortgage investment conduit at any time that any
            Certificate is outstanding, (c) cause the Exchangeable Certificate Trust to fail to
            qualify as a WHFIT that is a WHMT or (d) affect the Exchangeable Certificate Trust
            Fund’s characterization for federal income tax purposes as a grantor trust under
            Code. In addition, prior to the execution of any amendment to this Agreement, each of
            the Trustee and the Trust Administrator shall receive and be entitled to conclusively
            rely on an Opinion of Counsel (at the expense of the Person seeking such amendment)
            stating that the execution of such amendment is authorized and permitted by this
            Agreement. The Trustee and the Trust Administrator may, but shall not be obligated to,
            enter into any such amendment which affects the Trustee’s or the Trust
            Administrator’s own rights, duties or immunities under this Agreement.


            
            (d)
                     
            Promptly after the execution of any such amendment, the Trust
            Administrator shall furnish written notification of the substance of such amendment to
            each Certificateholder. It shall not be necessary for the consent of Certificateholders
            under this Section 10.01 to approve the particular form of any proposed
            amendment, but it shall be sufficient if such consent shall approve the substance
            thereof. The manner of obtaining such consents and of evidencing the authorization of
            the execution thereof by Certificateholders shall be subject to such reasonable
            regulations as the Trust Administrator may prescribe.


            
            Section 10.02.      
            Counterparts.
                                                      
                                                      
                        


            
            For the purpose of facilitating the recordation of this Agreement as
            herein provided and for other purposes, this Agreement may be executed simultaneously
            in any number of counterparts, each of which counterparts shall
            be deemed to be an original, and such counterparts shall constitute but one and the
            same instrument.


            
            Section 10.03.      
            Limitation on Rights of Certificateholders.
                                                      
                     


            
            (a)
                      
            The death or incapacity of any Certificateholder shall not operate to
            terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
            legal representatives or heirs to claim an


             


            
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            accounting or to take any action or proceeding in any court for a
            partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations
            and liabilities of the parties hereto or any of them.


            
            (b)
                     
            No Certificateholder shall have any right to vote (except as expressly
            provided for herein) or in any manner otherwise control the operation and management of
            the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set
            forth, or contained in the terms of the Certificates, be construed so as to constitute
            the Certificateholders from time to time as partners or members of an association; nor
            shall any Certificateholder be under any liability to any third party by reason of any
            action taken by the parties to this Agreement pursuant to any provision
            hereof.


            
            (c)
                     
            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 notice of a default by the Depositor, the Trust Administrator or the
            Trustee in the performance of any obligation hereunder, and of the continuance thereof,
            as hereinbefore provided, and unless also the Holders of Certificates entitled to at
            least 33% 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 60 days after its receipt of such notice, request and offer of indemnity, shall
            have neglected or refused to institute any such action, suit or proceeding. For the
            protection and enforcement of the provisions of this Section 10.03, each and every
            Certificateholder and the Trustee shall be entitled to such relief as can be given
            either at law or in equity.


            
            Section 10.04.      
            Governing Law.
                                                      
                                                      
                 


            
            This Agreement and the Certificates 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.


            
            Section 10.05.      
            Notices.
                                                      
                                                      
                                


            
            All demands and notices 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 (except for notices to the Trustee which shall be deemed to have been
            duly given only when received), to (a) in the case of the Depositor, 11 Madison Avenue,
            4th Floor, New York, NY 10010, Attention: Peter Sack, or such other address as may
            hereafter be furnished to the Trustee and the Trust Administrator in writing by the
            Depositor, (b) in the case of the Trust Administrator, the Corporate Trust Office or
            such other address as may hereafter be furnished to the Trustee and the Depositor in
            writing by the Trust Administrator, (c) in the case of the Trustee the Corporate
            Trust Office, or such other address as may hereafter be furnished to the Depositor and
            the Trust Administrator in writing by the Trustee, (d) in the case of Fitch, One State
            Street Plaza, New York, New York 10004, and (e) in the case of S&P, 55 Water
            Street, New York, New York 10041. 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.
            Any notice so mailed within the time prescribed in this Agreement shall be conclusively
            presumed to have been duly given, whether or not the Certificateholder receives such
            notice.


            
            Section 10.06.      
            Notices to the Rating Agencies.
                                                      
                                     


            
            The Depositor or the Trust Administrator, as applicable, shall notify
            each Rating Agency at such time as it is otherwise required pursuant to this Agreement
            to give notice of the occurrence of any of the


             


            
            -56-


             

            
            


            

            

            
            events described in clauses (a), (b), (d), (e) or (f) below or provide a
            copy to the Rating Agency at such time as otherwise required to be delivered pursuant
            to this Agreement of any of the statements described in clause (c) below:


            
            (a)
                      
            a material change or amendment to this Agreement,
                                                      
                  


            
            (b)
                     
            the termination or appointment of a successor Trustee or Trust
            Administrator,
                        


            
            (c)
                      
            the statement required to be delivered to the Holders of each Class of
            Certificates pursuant to Section 3.06,


            
            (d)
                      
            a change in the location of the Trust Certificate Account,
                                                   


            
            (e)
                      
            the occurrence of the final Distribution Date, and
                                                      
                      


            
            (f)
                      
            the repurchase of the Underlying Certificates.
                                                      
                           


            
            Section 10.07.      
            Severability of Provisions.
                                                      
                                             


            
            If any one or more of the covenants, agreements, provisions or terms of
            this Agreement shall be for any reason whatsoever held invalid, then such covenants,
            agreements, provisions or terms shall be deemed severable from the remaining covenants,
            agreements, provisions or terms of this Agreement and shall in no way affect the
            validity or enforceability of the other provisions of this Agreement or of the
            Certificates or the rights of the Holders thereof.


            
            Section 10.08.      
            Successors and Assigns.
                                                      
                                                


            
            The provisions of this Agreement shall be binding upon and inure to the
            benefit of the respective successors and assigns of the parties hereto, and all such
            provisions shall inure to the benefit of the Certificateholders.


            
            Section 10.09.      
            Article and Section Headings.
                                                      
                                       


            
            The article and section headings herein are for convenience of reference
            only, and shall not limit or otherwise affect the meaning hereof.


            
            Section 10.10.      
            Action under and Conflicts with Underlying Pooling
            Agreement.
                          


            
            Subject to the terms hereof, in the event that there shall be any
            matters arising under the Underlying Pooling Agreement which require the vote or
            direction of the holders of the Underlying Certificates, the Trustee, as holder of the
            Underlying Certificates, shall vote the Underlying Certificates in accordance with
            instructions received from Holders representing 66-2/3% of the Percentage Interests of
            the Certificates, other than the Class AR Certificates, affected thereby. In the
            absence of any such instructions, the Trustee shall abstain from such vote;
            provided,
            however, that, notwithstanding the absence
            of such instructions, in the event a required distribution pursuant to the Underlying
            Pooling Agreement shall not have been made, the Trustee shall, subject to the
            provisions of Article VI hereof, pursue such remedies as may be available to it as
            holder of such Underlying Certificates in accordance with the terms of the Underlying
            Pooling Agreement.


             


             


            
            -57-


             

            
            


            

            

            
            ARTICLE XI


             


            
            EXCHANGEABLE CERTIFICATES AND EXCHANGEABLE REMIC CERTIFICATES


            
            Section 11.01.      
            Transfer of Exchangeable REMIC
            Certificates.
                                                    


            
            (a)
                     
            Upon the presentation and surrender by any Holder of its Exchangeable
            REMIC Certificates in the appropriate combination as set forth on Exhibit L, such
            Holder shall hereunder transfer, assign, set over and otherwise convey to the Trustee,
            all of such Holder’s right, title and interest in and to such Exchangeable REMIC
            Certificates.


            
            (b)
                    The
            Trustee acknowledges (i) the transfer and assignment to it of the Uncertificated REMIC
            II Regular Interests and (ii) any transfer and assignment of Exchangeable REMIC
            Certificates pursuant to Section 11.01(a), and hereby declares that it will hold the
            same in trust for the Certificateholders on the terms set forth in this Article
            XI.


            
            Section 11.02.     
            Exchangeable Certificates and Exchangeable REMIC
            Certificates.
                         


            
            The Certificates authorized by this Article XI of this Trust
            Agreement shall consist of each Exchangeable Certificate and each Exchangeable REMIC
            Certificate having the characteristics specified or determined as described in Exhibit
            L, and otherwise shall be subject to the terms and provisions set forth
            herein.


            
            Section 11.03.      
            Exchanges.
                                                      
                                                      
                             


            
            (a)
                    
            Exchangeable Certificates shall be exchangeable on the books of DTC for
            Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be
            exchangeable on the books of DTC for Exchangeable Certificates, on and after the
            Closing Date, by notice to the Trust Administrator substantially in the form of Exhibit
            M hereto or, under the terms and conditions hereinafter set forth and otherwise in
            accordance with the procedures specified in this Agreement.


            
            (b)
                    
            Certificates of the Classes of Exchangeable REMIC Certificates shall be
            exchangeable for the related Class of Exchangeable Certificates in respective
            denominations determined based on the proportion that the initial Certificate Balances
            of such Exchangeable REMIC Certificates bear to the original Certificate Balance as set
            forth in Exhibit L. Upon any such exchange the portions of the Exchangeable REMIC
            Certificates designated for exchange shall be deemed cancelled and replaced by the
            Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable
            Certificates may be further designated for exchange for Certificates of the related
            Exchangeable REMIC Classes in respective denominations determined based on the
            proportion that the initial Certificate Balances of such Exchangeable REMIC
            Certificates bear to the original Certificate Balances of the related Exchangeable
            Certificates, as set forth in Exhibit L. There shall be no limitation on the number of
            exchanges authorized pursuant to this Section 11.03, and, except as provided in the
            following paragraph, no fee or other charge shall be payable to the Trustee, the Trust
            Administrator or DTC in connection therewith.


            
            (c)
                     
            In order to effect an exchange of Certificates, the Certificateholder
            shall notify the Trust Administrator in writing or by e-mail at
            ctsspgexchanges@wellsfargo.com no later than two Business Days before the proposed
            exchange date. The exchange date with respect to the Certificates


             


            
            -58-


             

            
            


            

            

            may
            be any Business Day other than the first or last Business Day of the month subject to
            the Trust Administrator’s approval. The notice must be on the
            Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth
            the following information: the CUSIP number of each Certificates to be exchanged and
            each Certificates to be received; outstanding Certificate Balance and the Original
            Certificate Balance of the Certificates to be exchanged; the
            Certificateholder’s DTC participant number; and the proposed exchange date. After
            receiving the notice, the Trust Administrator shall e-mail the Certificateholder with
            wire payment instructions relating to the exchange fee. A notice becomes irrevocable on
            the second Business Day before the proposed exchange date.


            
            (d)
                     
            Notwithstanding any other provision herein set forth, a fee of $5,000
            shall be payable to the Trust Administrator in connection with each
            exchange.


            
            (e)
                     
            The Trust Administrator shall make the first distribution on an
            Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange
            transaction on the Distribution Date in the month following the month of the exchange
            to the Certificateholder of record as of the close of business on the last day of the
            month of the exchange.


            
            Section 11.04.      
            Delivery of Instruments.
                                                      
                                         


            
            The Trust Administrator shall furnish to each Holder, upon request,
            copies of this Trust Agreement, without attachments, applicable to the Certificate(s)
            held by such Holder.


            
            Section 11.05.      
            Distribution of Statements to
            Certificateholders.
                                                      
             


            
            Not later than each Distribution Date, the Trust Administrator shall
            make available to each Certificateholder, the Depositor, the Trustee and any other
            interested parties a statement setting forth:


            
                	
                             

                        	
                            
                            (i)

                        	
                            
                            exchanges that took place since the last Distribution
                            Date;
                                                                    

                        


            


            
                	
                             

                        	
                            
                            (ii)

                        	
                            
                            the designations of the Classes that were created;
                                                                      
                                       

                        


            


            
                	
                             

                        	
                            
                            (iii)

                        	
                            
                            if the distribution to the Holders of such Class of
                            Certificates is less than the full amount that would be distributable
                            to such Holders if there were sufficient funds available therefor, the
                            amount of the shortfall and the allocation thereof as between principal
                            and interest;

                        


            


            
                	
                             

                        	
                            
                            (iv)

                        	
                            
                            the balance of each Class of Outstanding
                            Certificates;

                        


            


            
                	
                             

                        	
                            
                            (v)

                        	
                            
                            the pass-through rate on each Class of Outstanding
                            Certificates;
                                       

                        


            


            
                	
                             

                        	
                            
                            (vi)

                        	
                            
                            interest and principal paid to, and losses allocated, to
                            each Class of Outstanding Certificates; and

                        


            


            
                	
                             

                        	
                            
                            (vii)

                        	
                            
                            if no exchanges have occurred.
                                                                      
                                                                      
                             

                        


            


            
             


            
            Section 11.06.      
            Exchangeable Certificate Trust Account
            .
                                                      
                   


            
            (a)
                     
            On or before the Issue Date, the Trust Administrator shall either (i)
            open with a depository institution one or more trust accounts in the name of the
            Trustee on behalf of the Exchangeable Certificate Trust Fund that shall collectively be
            the “Exchangeable Certificate Trust Account,” (ii) in lieu
            of


            
            -59-


             

            
            


            

            

            
                maintaining any such account or accounts, maintain the Exchangeable
                Certificate Trust Account by means of appropriate entries on its books and records
                designating all amounts credited thereto in respect of the Uncertificated REMIC II
                Regular Interests and all investments of any such amounts as being held by it in
                its capacity as Trust Administrator for the benefit of the Holders of the
                Certificates or (iii) maintain the Exchangeable Certificate Trust Account in the
                form of any combination of accounts or book entries described in clauses (i) and
                (ii) above. Any manner or manners in which the Exchangeable Certificate Trust
                Account is maintained may at any time be changed without notice to, or the approval
                of, Holders of the Exchangeable Certificates and Exchangeable REMIC Certificates so
                long as funds held in the Exchangeable Certificate Trust Fund by, or for the
                account of, the Trust Administrator shall at all times be identified. To the extent
                that the Exchangeable Certificate Trust Account is maintained by the Trust
                Administrator in the manner provided for in clause (ii) above, all references
                herein to deposits and withdrawals from the Exchangeable Certificate Trust Account
                shall be deemed to refer to credits and debits to the related books of the Trust
                Administrator.
            


            
            (b)
                    
            The Trust Administrator shall deposit in the Exchangeable Certificate
            Trust Account all distributions in respect of the Uncertificated REMIC II Regular
            Interests received by it as Trust Administrator hereunder. All such distributions
            deposited from time to time in the Exchangeable Certificate Trust Account and all
            investments made with such moneys, including all income or other gain from such
            investments, shall be held by the Trust Administrator in the Exchangeable Certificate
            Trust Account as part of the Exchangeable Certificate Trust Fund as herein provided,
            subject to withdrawal by the Trust Administrator for distributions on the Exchangeable
            Certificates and Exchangeable REMIC Certificates.


            
            Section 11.07.    Distributions
            to the Exchangeable Certificates and Exchangeable REMIC
            Certificates.


            
            Pursuant to Section 3.04 the Trust Administrator is permitted to
            withdraw amounts from the Exchangeable Certificate Trust Account to pay the Holders of
            the Exchangeable Certificates and Exchangeable REMIC Certificates in accordance with
            Section 3.05 of this Agreement.


            
            Section 11.08.    
            Allocation of Class A Loss Amounts to Exchangeable Certificates and
            Exchangeable REMIC Certificates.


            
            On each Distribution Date, the Exchangeable Loss Allocation Amount for
            each Class of Exchangeable Certificates and Exchangeable REMIC Certificates shall be
            applied to such Class. As among any Class or Exchangeable Certificates or Exchangeable
            REMIC Certificates, such Exchangeable Loss Allocation Amount shall be applied, pro
            rata, among all Certificates of such class in proportion to their respective
            Certificate Balances, with no preference or priority of any kind.


            
            Section 11.09.      
            Voting Rights.
                                                      
                                                      
                        


            
            (a)
                     
            The Holders of the Exchangeable REMIC Classes shall be entitled to
            exercise Voting Rights in direct proportion to the Voting Rights of the related
            Exchangeable REMIC Classes. The Holders of the Exchangeable Certificates shall be
            entitled to a proportionate share of the Voting Rights of each class of Exchangeable
            REMIC Certificates in the related Exchangeable REMIC Combination.


             


            
            -60-


             

            
            


            


            
            (b)
                     
            In the event that there shall be any matter arising under this Agreement
            that requires the vote of Holders of Certificates outstanding thereunder, the Trustee
            as the holder of the related Uncertificated REMIC II Regular Interests shall vote such
            Uncertificated REMIC II Regular Interests in such amounts and proportions as shall
            reflect instructions received from Holders of any Outstanding Certificates.


            
            Section 11.10.    
            Classification of Exchangeable Certificate Trust Fund; Tax Status
            Reporting for Exchangeable Certificate Trust Fund.


            
            (a)
                      
            It is the intended that the Exchangeable Certificate Trust Fund created
            hereunder be considered a “grantor trust” under the Code and a WHFIT that
            is a WHMT, and the powers granted and obligations undertaken in this Trust Agreement
            shall be construed so as to further such intent. Under no circumstances shall the
            Trustee, the Depositor or the Trust Administrator have the power to vary the
            investments of the Certificateholders in their related assets of the Exchangeable
            Certificate Trust Fund in order to take advantage of variations in the market to
            improve their rate of return. The Trust Administrator will report as required under the
            WHFIT Regulations to the extent such information as is reasonably necessary to enable
            the Trust Administrator to do so is provided to the Trust Administrator on a timely
            basis. The Trust Administrator can assume that DTC is the only middleman listed as the
            registered holder for the related Certificates unless the Depositor notifies the Trust
            Administrator in writing of the identities of other “middlemen” that are
            Certificateholders. The Trust Administrator shall not be liable for any tax reporting
            penalties that may arise under the WHFIT Regulations as a result of the Depositor
            incorrectly determining the status of the Exchangeable Certificate Trust Fund as a
            WHFIT.


            
            (b)
                    
            The Trust Administrator shall report required WHFIT information using
            the accrual method, except to the extent the WHFIT Regulations specifically require a
            different method. The Trust Administrator shall make available WHFIT information to
            holders annually. In addition, the Trust Administrator will not be responsible or
            liable for providing subsequently amended, revised or updated information to any
            holder, unless requested by the holder.


            
            (c)
                     
            The Trust Administrator shall not be liable for failure to meet the
            reporting requirements of the WHFIT Regulations nor for any penalties thereunder if
            such failure is due to: (i) the lack of reasonably necessary information being provided
            to the Trust Administrator, (ii) incomplete, inaccurate or untimely information being
            provided to the Trust Administrator or (iii) the inability of the Trust Administrator,
            after good faith efforts, to alter its existing information reporting systems to
            capture information necessary to fully comply with the WHFIT Regulations for the 2007
            calendar year. Each owner of a Certificate representing, in whole or in part,
            beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such
            Certificate, will be deemed to have agreed to provide the Trust Administrator with
            information regarding any sale of such Certificate, including the price, amount of
            proceeds and date of sale. Absent receipt of such information, and unless informed
            otherwise by the Depositor, the Trust Administrator may assume there is no secondary
            market trading of WHFIT interests.


            
            (d)
                     
            To the extent required by the WHFIT Regulations, the Trust Administrator
            shall use reasonable efforts to publish on an appropriate website the CUSIPs for the
            Certificates that represent


             


            
            -61-


             

            
            


            

            

            
            ownership of a WHFIT. The Trust Administrator shall make reasonable good
            faith efforts to keep the website accurate and updated to the extent CUSIPs have been
            received. Absent the receipt of a CUSIP, the Trust Administrator shall use a reasonable
            identifier number in lieu of a CUSIP. The Trust Administrator shall not be liable for
            investor reporting delays that result from the receipt of inaccurate or untimely CUSIP
            information.


            
            (e)           
            For federal income tax purposes, the grantor trust created hereunder
            shall have a calendar year taxable year. The Trust Administrator shall prepare or cause
            to be prepared and shall file or cause to be filed with the Internal Revenue Service
            and applicable state or local tax authorities, income tax information returns for each
            taxable year with respect to the grantor trust.


             


            
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            -62-


             

            
            


            

            

            
            IN WITNESS WHEREOF, the Depositor, the Trust Administrator and the
            Trustee have caused their names to be signed hereto by their respective officers
            thereunto duly authorized and their respective seals, if required, duly attested, to be
            hereunto affixed, all as of the day and year first above written.


            
                	
                            
                            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
                            CORP.,

                            as the Depositor

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            By:   _____________________________________

                        
	
                            
                            Name:

                            Title:

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            WELLS FARGO BANK, N.A.,

                            as Trust Administrator

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            By:   _____________________________________

                        
	
                            
                            Name:

                            Title:

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            U.S. BANK NATIONAL ASSOCIATION, as
                            Trustee

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            By:   _____________________________________

                        
	
                            
                            Name:

                            Title:

                        


            


            
             


             

            
            


            

            

            
            EXHIBIT A-1


            
            FORM OF CLASS A-2/CLASS A-3 CERTIFICATE


            
            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
            THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER 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.


            
            SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
            OWNERSHIP OF 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”).


            
            [FOR INTEREST-ONLY CERTIFICATES ONLY] [THIS CERTIFICATE HAS NO PRINCIPAL
            BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]


             


            
                	
                            
                             

                        	
                            
                            A-1

                        


            


             

            
            


            

            

            


            
                	
                            
                            Certificate No.

                        	
                            
                            :

                        	
                            
                            1

                        
	
                            
                            Cut-off Date

                        	
                            
                            :

                        	
                            
                            November 1, 2007

                        
	
                            
                            First Distribution Date

                        	
                            
                            :

                        	
                            
                            January 28, 2008

                        
	
                            
                            Initial [Certificate] [Notional] Balance of this
                            Certificate(“Denomination”)

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            Initial [Certificate] [Notional] Balances of all
                            Certificates of this Class

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            CUSIP

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            Pass-Through Rate

                        	
                            
                            :

                        	
                            
                            Variable

                        
	
                            
                            Maturity Date

                        	
                            
                            :

                        	
                            
                            July 2036

                        


            


             


             


            
            A-2


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class A-__


            
            evidencing a percentage interest in the distributions allocable to the
            Certificates of the above-referenced Class with respect to a Trust Fund consisting
            primarily of the Underlying Certificates (as defined in the Trust
            Agreement).


            
            Principal in respect of this Certificate is distributable monthly as set
            forth herein. Accordingly, the Certificate Balance at any time may be less than the
            Certificate Balance as set forth herein. This Certificate does not evidence an
            obligation of, or an interest in, and is not guaranteed by the Depositor, the Trust
            Administrator or the Trustee referred to below or any of their respective affiliates.
            Neither this Certificate nor the Underlying Certificates are guaranteed or insured by
            any governmental agency or instrumentality.


            
            This certifies that CEDE & CO., is the registered owner of the
            Percentage Interest evidenced by this Certificate (obtained by dividing the
            denomination of this Certificate by the aggregate of the denominations of all
            Certificates of the Class to which this Certificate belongs) in certain monthly
            distributions with respect to a Trust Fund consisting primarily of the Underlying
            Certificates deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
            “Depositor”). The Trust Fund was created pursuant to a Trust Agreement
            dated as of December 28, 2007 (the “Agreement”) among Credit Suisse First
            Boston Mortgage Securities Corp., as depositor, Wells Fargo Bank, N.A., as trust
            administrator, and U.S. Bank National Association, as 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.


            
            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
            signatory of the Trust Administrator.


             


            
            A-3


             

            
            


            

            

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


            
            Dated: ___________________


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


            
             


            
            By
            ________________________________________


            
            Countersigned:


             


            By
            ___________________________


            
            Authorized Signatory of


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


             


            
            A-4


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R,


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class __


            
            This Certificate is one of a duly authorized issue of Certificates of
            Credit Suisse First Boston Mortgage Securities Corp. of the Series specified on the
            face hereof (herein collectively called the “Certificates”), and
            representing a beneficial ownership interest in the Trust Fund created by the
            Agreement.


            
            The Certificateholder, by its acceptance of this Certificate, agrees
            that it will look solely to the funds on deposit in the Trust Certificate Account for
            payment hereunder and that neither the Trustee nor the Trust Administrator is liable to
            the Certificateholders for any amount payable under this Certificate or the Agreement
            or, except as expressly provided in the Agreement, subject to any liability under the
            Agreement.


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


            
            Pursuant to the terms of the Agreement, a distribution will be made on
            the business day following the Underlying Distribution Date, as defined below, (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. “Underlying Distribution
            Date” means the 25th day of each month, or, if such 25th day is not a Business
            Day, the Business Day immediately following. The Record Date applicable to each
            Distribution Date is the close of business on the last Business Day of the calendar
            month preceding the month in which such Distribution Date occurs.


            
            Distributions on this Certificate shall be made by wire transfer of
            immediately available funds to the account of the Holder hereof at a bank or other
            entity having appropriate facilities therefor, if such Certificateholder shall have so
            notified the Trust Administrator in writing at least five Business Days prior to the
            related Record Date and such Certificateholder shall satisfy the conditions to receive
            such form of payment set forth in the Agreement, or, if not, by check mailed by first
            class mail to the address of such Certificateholder appearing in the Certificate
            Register. The final distribution on each Certificate will be made in like manner, but
            only upon presentment and surrender of such Certificate at the Corporate Trust Office
            or such other location specified in the notice to Certificateholders of such final
            distribution.


            
            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 Trust Administrator upon surrender of this Certificate for registration of
            transfer at the Corporate Trust Office of the Trust Administrator, 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 Fund will be issued to the designated transferee or
            transferees.


             


            
                	
                            
                             

                        	
                            
                            A-5

                        


            


             

            
            


            

            

            
            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 Trustee and the Trust Administrator and any agent of
            the Depositor, the Trustee or the Trust Administrator 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 Trust Administrator or any such agent shall be affected
            by any notice to the contrary.


            
            This Certificate shall be governed by and construed in accordance with
            the laws of the State of New York.


            
             


             


            
                	
                            
                             

                        	
                            
                            A-6

                        


            


             

            
            


            

            

            
            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 Fund.


            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:


            
            ________________________________________________


            
            Signature by or on behalf of assignor


            
             


            
             


            
            DISTRIBUTION INSTRUCTIONS


            
            The assignee should include the following for purposes of
            distribution:


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


            
            ___________________________________________________________________________________,


            for the
            account
            of_____________________________________________________________________,


            account
            number ________, or, if mailed by check,
            to_________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            Applicable statements should be mailed to
            _________________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            This information is provided by, the assignee named above, or, as its
            agent.


             


            
                	
                            
                             

                        	
                            
                            A-7

                        


            


             

            
            


            

            

            
            EXHIBIT A-2


            
            FORM OF EXCHANGEABLE/EXCHANGEABLE REMIC CERTIFICATE


            
            [CLASS A-1/CLASS A-4/CLASS A-5]


            
            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
            THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER 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.


            
            SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
            OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
            INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
            AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
            “CODE”).


            
            THIS CERTIFICATE IS AN [EXCHANGEABLE REMIC CERTIFICATE] [EXCHANGEABLE
            CERTIFICATE] AND MAY BE EXCHANGED FOR THE [EXCHANGEABLE CERTIFICATES] [EXCHANGEABLE
            REMIC CERTIFICATES] IN THE RELATED EXCHANGEABLE REMIC COMBINATION.


             


             


            
                	
                            
                             

                        	
                            
                            A-1

                        


            


             

            
            


            

            

            


            
                	
                            
                            Certificate No.

                        	
                            
                            :

                        	
                            
                            1

                        
	
                            
                            Cut-off Date

                        	
                            
                            :

                        	
                            
                            November 1, 2007

                        
	
                            
                            First Distribution Date

                        	
                            
                            :

                        	
                            
                            January 28, 2008

                        
	
                            
                            Initial Certificate Balance of this Certificate
                            (“Denomination”)

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            Initial Certificate Balances of all Certificates of this
                            Class

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            Initial Maximum Certificate

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Principal Balance of all Certificates

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            of this Class:

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            CUSIP

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                            Pass-Through Rate

                        	
                            
                            :

                        	
                            
                            Variable

                        
	
                            
                            Maturity Date

                        	
                            
                            :

                        	
                            
                            July 2036

                        


            


             


             


            
            A-2


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class A-__ [Exchangeable REMIC Certificate][Exchangeable
            Certificate]


            
            evidencing a percentage interest in the distributions allocable to the
            Certificates of the above-referenced Class with respect to a Trust Fund consisting
            primarily of the Underlying Certificates (as defined in the Trust
            Agreement).


            
            Principal in respect of this Certificate is distributable monthly as set
            forth herein. Accordingly, the Certificate Balance at any time may be less than the
            Certificate Balance as set forth herein. This Certificate does not evidence an
            obligation of, or an interest in, and is not guaranteed by the Depositor, the Trust
            Administrator or the Trustee referred to below or any of their respective affiliates.
            Neither this Certificate nor the Underlying Certificates are guaranteed or insured by
            any governmental agency or instrumentality.


            
            This certifies that CEDE & CO., is the registered owner of the
            Percentage Interest evidenced by this Certificate (obtained by dividing the
            denomination of this Certificate by the aggregate of the denominations of all
            Certificates of the Class to which this Certificate belongs) in certain monthly
            distributions with respect to a Trust Fund consisting primarily of the Underlying
            Certificates deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
            “Depositor”). The Trust Fund was created pursuant to a Trust Agreement
            dated as of December 28, 2007 (the “Agreement”) among Credit Suisse First
            Boston Mortgage Securities Corp., as depositor, Wells Fargo Bank, N.A., as trust
            administrator, and U.S. Bank National Association, as 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.


            
            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
            signatory of the Trust Administrator.


             


            
            A-3


             

            
            


            

            

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


            
            Dated: ___________________


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


            
             


            
            By __________________________________


            
            Countersigned:


             


            By
            ___________________________


            
            Authorized Signatory of


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


             


            
            A-4


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R,


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class __


            
            This Certificate is one of a duly authorized issue of Certificates of
            Credit Suisse First Boston Mortgage Securities Corp. of the Series specified on the
            face hereof (herein collectively called the “Certificates”), and
            representing a beneficial ownership interest in the Trust Fund created by the
            Agreement.


            
            The Certificateholder, by its acceptance of this Certificate, agrees
            that it will look solely to the funds on deposit in the Trust Certificate Account for
            payment hereunder and that neither the Trustee nor the Trust Administrator is liable to
            the Certificateholders for any amount payable under this Certificate or the Agreement
            or, except as expressly provided in the Agreement, subject to any liability under the
            Agreement.


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


            
            Pursuant to the terms of the Agreement, a distribution will be made on
            the business day following the Underlying Distribution Date, as defined below, (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. “Underlying Distribution
            Date” means the 25th day of each month, or, if such 25th day is not a Business
            Day, the Business Day immediately following. The Record Date applicable to each
            Distribution Date is the close of business on the last Business Day of the calendar
            month preceding the month in which such Distribution Date occurs.


            
            Distributions on this Certificate shall be made by wire transfer of
            immediately available funds to the account of the Holder hereof at a bank or other
            entity having appropriate facilities therefor, if such Certificateholder shall have so
            notified the Trust Administrator in writing at least five Business Days prior to the
            related Record Date and such Certificateholder shall satisfy the conditions to receive
            such form of payment set forth in the Agreement, or, if not, by check mailed by first
            class mail to the address of such Certificateholder appearing in the Certificate
            Register. The final distribution on each Certificate will be made in like manner, but
            only upon presentment and surrender of such Certificate at the Corporate Trust Office
            or such other location specified in the notice to Certificateholders of such final
            distribution.


            
            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 Trust Administrator upon surrender of this Certificate for registration of
            transfer at the Corporate Trust Office of the Trust Administrator, 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 Fund will be issued to the designated transferee or
            transferees.


             


            
                	
                            
                             

                        	
                            
                            A-5

                        


            


             

            
            


            

            

            
            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.


            
            This Certificate is an [Exchangeable REMIC Certificate][Exchangeable
            Certificate] and may be exchanged for the [Exchangeable Certificates][Exchangeable
            REMIC Certificates] in the related Exchangeable REMIC Combination specified in the
            Trust Agreement, subject to certain terms and conditions specified in the Trust
            Agreement, including the payment to the Trust Administrator of a fee of $5,000 with
            respect to each exchange. This Certificate may be exchanged for another Certificate or
            Certificates in the related Exchangeable REMIC Combination only on the days of each
            month specified in the Trust Agreement. No other 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 Trustee and the Trust Administrator and any agent of
            the Depositor, the Trustee or the Trust Administrator 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 Trust Administrator or any such agent shall be affected
            by any notice to the contrary.


            
            This Certificate shall be governed by and construed in accordance with
            the laws of the State of New York.


            
             


             


            
            A-6


             

            
            


            

            

            
            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 Fund.


            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:


            
            _____________________________________________


            
            Signature by or on behalf of assignor


            
             


            
             


            
            DISTRIBUTION INSTRUCTIONS


            
            The assignee should include the following for purposes of
            distribution:


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


            
            ___________________________________________________________________________________,


            for the
            account
            of_____________________________________________________________________,


            account
            number ________, or, if mailed by check,
            to_________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            Applicable statements should be mailed to
            _________________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            This information is provided by, the assignee named above, or, as its
            agent.


             


            
            A-7


             

            
            


            

            

            
            EXHIBIT B


            
            FORM OF CLASS AR CERTIFICATE


            
            SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
            OWNERSHIP OF “RESIDUAL INTERESTS” ISSUED BY “REAL ESTATE MORTGAGE
            INVESTMENT CONDUITS,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
            AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
            “CODE”).


            
            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
            UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFEREE
            AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
            HEREIN.


            
            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
            UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A REPRESENTATION LETTER TO
            THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT
            TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH
            A PLAN OR ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
            PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT SUBJECT TO TITLE I OF ERISA OR TO SECTION 4975 OF THE CODE SHALL BE VOID
            AND OF NO EFFECT.


             


            
                	
                            
                             

                        	
                            
                            B-1

                        


            


             

            
            


            

            

            


            
                	
                            Certificate No.

                        	
                            :

                        	
                            1

                        
	
                        	
                        	
                        
	
                            Cut-off Date

                        	
                            :

                        	
                            November 1, 2007

                        
	
                        	
                        	
                        
	
                            First Distribution Date

                        	
                            :

                        	
                            January 28, 2008

                        
	
                        	
                        	
                        
	
                            
                            Initial Certificate Balance of this Certificate
                            (“Denomination”)

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Initial Certificate Balances of all Certificates of this
                            Class

                        	
                            
                            :

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            CUSIP

                        	
                            :

                        	
                             

                        
	
                        	
                        	
                        
	
                            Pass-Through Rate

                        	
                            :

                        	
                            Variable

                        
	
                        	
                        	
                        
	
                            Maturity Date

                        	
                            :

                        	
                            July 2036

                        


            


             


            


            
            B-2


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R,


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class AR


            
            evidencing a percentage interest in the distributions allocable to the
            Certificates of the above-referenced Class with respect to a Trust Fund consisting
            primarily of the Underlying Certificates (as defined in the Trust
            Agreement).


            
            Principal in respect of this Certificate is distributable monthly as set
            forth herein. Accordingly, the Certificate Balance at any time may be less than the
            Certificate Balance as set forth herein. This Certificate does not evidence an
            obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee
            or the Trust Administrator referred to below or any of their respective affiliates.
            Neither this Certificate nor the Underlying Certificates are guaranteed or insured by
            any governmental agency or instrumentality.


            
            This certifies that _________________ is the registered owner of the
            Percentage Interest evidenced by this Certificate (obtained by dividing the
            denomination of this Certificate by the aggregate of the denominations of all
            Certificates of the Class to which this Certificate belongs) in certain monthly
            distributions with respect to a Trust Fund consisting primarily of the Underlying
            Certificates deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
            “Depositor”). The Trust Fund was created pursuant to a Trust Agreement
            dated as of December 28, 2007 (the “Agreement”) among Credit Suisse First
            Boston Mortgage Securities Corp., as depositor, Wells Fargo Bank, N.A., as trust
            administrator, and U.S. Bank National Association, as 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.


            
            Any distribution of the proceeds of any remaining assets of the Trust
            Fund will be made only upon presentment and surrender of this Class AR Certificate at
            the Corporate Trust Office of the Trust Administrator.


            
            Pursuant to the Agreement, no transfer of this Residual Certificate
            shall be made unless the Trust Administrator shall have received a representation
            letter from the transferee of such Certificate, acceptable to and in form and substance
            satisfactory to the Trust Administrator, to the effect that such transferee is not an
            employee benefit plan or arrangement subject to Section 406 of ERISA or
            Section 4975 of the Code, or a person using the assets of any such plan or
            arrangement which representation letter shall not be an expense of the Trustee, the
            Trust Administrator or the Trust Fund. In the event the representations referred to in
            the preceding sentence are not furnished, such representation shall be deemed to have
            been made to the Trust Administrator by the transferee’s acceptance of this
            Residual Certificate or by any beneficial owner who purchases an interest in this
            Certificate in book-entry form. In the event that a representation is violated, or any
            attempt to transfer this Residual Certificate to a plan or arrangement or person using
            a plan’s or arrangement’s assets is attempted, the attempted transfer or
            acquisition of this Certificate shall be void and of no effect.


            
            Each Holder of this Class AR 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
            Class AR Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
            Class AR Certificate may be transferred without delivery to the Trust Administrator of
            a transfer affidavit of the initial owner or the proposed transferee in the form
            described


             


            
            B-3


             

            
            


            

            

            in
            the Agreement, (iii) each person holding or acquiring any Ownership Interest in this
            Class AR Certificate must agree to require a transferee affidavit from any other person
            to whom such person attempts to transfer its Ownership Interest in this Class AR
            Certificate as required pursuant to the Agreement, (iv) each person holding or
            acquiring an Ownership Interest in this Class AR Certificate must agree not to transfer
            an Ownership Interest in this Class AR 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 Class AR Certificate in violation of such
            restrictions will be absolutely null and void and will vest no rights in the purported
            transferee.


            
            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
            signatory of the Trust Administrator.


             


            
            B-4


             

            
            


            

            

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


            
            Dated: __________________


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


            
             


            
            By _____________________________________


            
            Countersigned:


             


            By
            ___________________________


            
            Authorized Signatory of


            
            WELLS FARGO BANK, N.A.


            
            as Trust Administrator


             


            
            B-5


             

            
            


            

            

            
            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.


            CSMC
            Trust 2007-5R,


            
            Mortgage Trust Certificates, Series 2007-5R


            
            Class AR


            
            This Certificate is one of a duly authorized issue of Certificates of
            Credit Suisse First Boston Mortgage Securities Corp. of the Series specified on the
            face hereof (herein collectively called the “Certificates”), and
            representing a beneficial ownership interest in the Trust Fund created by the
            Agreement.


            
            The Certificateholder, by its acceptance of this Certificate, agrees
            that it will look solely to the funds on deposit in the Trust Certificate Account for
            payment hereunder and that neither the Trustee nor the Trust Administrator is liable to
            the Certificateholders for any amount payable under this Certificate or the Agreement
            or, except as expressly provided in the Agreement, subject to any liability under the
            Agreement.


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


            
            Pursuant to the terms of the Agreement, a distribution will be made on
            the business day following the Underlying Distribution Date, as defined below, (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. “Underlying Distribution
            Date” means the 25th day of each month, or, if such 25th day is not a Business
            Day, the Business Day immediately following. The Record Date applicable to each
            Distribution Date is the close of business on the last Business Day of the calendar
            month preceding the month in which such Distribution Date occurs.


            
            Distributions on this Certificate shall be made by wire transfer of
            immediately available funds to the account of the Holder hereof at a bank or other
            entity having appropriate facilities therefor, if such Certificateholder shall have so
            notified the Trust Administrator in writing at least five Business Days prior to the
            related Record Date and such Certificateholder shall satisfy the conditions to receive
            such form of payment set forth in the Agreement, or, if not, by check mailed by first
            class mail to the address of such Certificateholder appearing in the Certificate
            Register. The final distribution on each Certificate will be made in like manner, but
            only upon presentment and surrender of such Certificate at the Corporate Trust Office
            or such other location specified in the notice to Certificateholders of such final
            distribution.


            
            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 Trust Administrator upon surrender of this Certificate for registration of
            transfer at the Corporate Trust Office of the Trust Administrator, 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 Fund will be issued to the designated transferee or
            transferees.


            
            The Certificates are issuable only as registered Certificates without
            coupons in denominations specified in the Agreement. As provided in the Agreement and
            subject to certain limitations therein set


             


            
            B-6


             

            
            


            

            

            
            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 Trustee and the Trust Administrator and any agent of
            the Depositor, the Trustee or the Trust Administrator 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 Trust Administrator or any such agent shall be affected
            by any notice to the contrary.


            
            This Certificate shall be governed by and construed in accordance with
            the laws of the State of New York.


            
             


            
            B-7


             

            
            


            

            

            
            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 Fund.


            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:


            
            _______________________________________________


            
            Signature by or on behalf of assignor


            
             


            
             


            
            DISTRIBUTION INSTRUCTIONS


            
            The assignee should include the following for purposes of
            distribution:


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


            
            ___________________________________________________________________________________,


            for the
            account
            of_____________________________________________________________________,


            account
            number ________, or, if mailed by check,
            to_________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            Applicable statements should be mailed to
            _________________________________________________


            
            ____________________________________________________________________________________


            
            ____________________________________________________________________________________


            
            This information is provided by, the assignee named above, or, as its
            agent.


             


            
            B-8


             

            
            


            

            

            
            EXHIBIT C-1


            
            TRANSFEREE AFFIDAVIT AND AGREEMENT


            
                	
                            
                            STATE OF

                        	
                            
                            )

                        
	
                            
                             

                        	
                            
                            )ss.

                        
	
                            COUNTY
                            OF

                        	
                            
                            )

                        


            


            
             


            
            [NAME OF OFFICER], being first duly sworn, deposes and says:


            
            1.
                    That he
            is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage
            Trust Certificates, Series ____-___, Class AR (the “Owner”)), a
            [savings institution] [corporation] duly organized and existing under the laws of [the
            State of ______________] [the United States], on behalf of which he makes this
            affidavit and agreement.


            
            2.      
            That the Owner (i) is not and will not be a “disqualified
            organization” or an electing large partnership as of [date of transfer] within
            the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code
            of 1986, as amended (the “Code”) or an electing large partnership under
            Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified
            organization for so long as it retains its Ownership Interest in the Class AR
            Certificates, and (iii) is acquiring the Class AR Certificates for its own account
            or for the account of another Owner from which it has received an affidavit and
            agreement in substantially the same form as this affidavit and agreement. (For this
            purpose, a “disqualified organization” means an electing large partnership
            under Section 775 of the Code, the United States, any state or political
            subdivision thereof, any agency or instrumentality of any of the foregoing (other than
            an instrumentality all of the activities of which are subject to tax and, except for
            the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
            not selected by any such governmental entity) or any foreign government, international
            organization or any agency or instrumentality of such foreign government or
            organization, any rural electric or telephone cooperative, or any organization (other
            than certain farmers’ cooperatives) that is generally exempt from federal income
            tax unless such organization is subject to the tax on unrelated business taxable
            income).


            
            3.      
            That the Owner is aware (i) of the tax that would be imposed on
            transfers of Class AR Certificates to disqualified organizations or electing large
            partnerships, under the Code, that applies to all transfers of Class AR
            Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or,
            with respect to transfers to electing large partnerships, on each such partnership),
            or, if such transfer is through an agent (which person includes a broker, nominee or
            middleman) for a disqualified organization, on the agent; (iii) that the person (other
            than with respect to transfers to electing large partnerships) otherwise liable for the
            tax shall be relieved of liability for the tax if the transferee furnishes to such
            person an affidavit that the transferee is not a disqualified organization and, at the
            time of transfer, such person does not have actual knowledge that the affidavit is
            false; and (iv) that the Class AR Certificates may be “noneconomic residual
            interests” within the meaning of 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.


            
            4.       
            That the Owner is aware of the tax imposed on a “pass-through
            entity” holding Class AR Certificates if either the pass-through entity is
            an electing large partnership under Section 775 of the Code or if at any time
            during the taxable year of the pass-through entity a disqualified organization is the
            record holder of an interest in such entity. (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.)


             


            
            C-1-1


             

            
            


            

            

            
            5.
                    The
            Owner is either (i) a citizen or resident of the United States, (ii) a corporation,
            partnership or other entity treated as a corporation or a partnership for
            U.S. federal income tax purposes and created or organized in or under the laws of
            the United States, any state thereof or the District of Columbia (other than a
            partnership that is not treated as a United States person under any applicable Treasury
            regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the
            Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the
            Code.


            
            6.     The
            Owner hereby agrees that it will not cause income from the Class AR Certificates
            to be attributable to a foreign permanent establishment or fixed base (within the
            meaning of an applicable income tax treaty) of the Owner or another United States
            taxpayer.


            
            7.
                    
            That the Owner is aware that the Trust Administrator will not register
            the transfer of any Class AR Certificates unless the transferee, or the
            transferee’s agent, delivers to it an affidavit and agreement, among other
            things, in substantially the same form as this affidavit and agreement. The Owner
            expressly agrees that it will not consummate any such transfer if it knows or believes
            that any of the representations contained in such affidavit and agreement are
            false.


            
            8.
                    
            That the Owner has reviewed the restrictions set forth on the face of
            the Class AR Certificates and the provisions of Section 4.02(e) of the Trust
            Agreement under which the Class AR Certificates were issued. The Owner expressly
            agrees to be bound by and to comply with such restrictions and provisions.


            
            9.
                    That
            the Owner consents to any additional restrictions or arrangements that shall be deemed
            necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
            the Class AR Certificates will only be owned, directly or indirectly, by an Owner
            that is not a disqualified organization.


            
            10.      The
            Owner’s Taxpayer Identification Number is ______________________.


            
            11.      
            This affidavit and agreement relates only to the Class AR
            Certificates held by the Owner and not to any other holder of the Class AR
            Certificates. The Owner understands that the liabilities described herein relate only
            to the Class AR Certificates.


            
            12.     That
            no purpose of the Owner relating to the transfer of any of the Class AR
            Certificates by the Owner is or will be to impede the assessment or collection of any
            tax; in making this representation, the Owner warrants that the Owner is familiar with
            (i) Treasury Regulation Section 1.860E-1(c) and recent amendments thereto,
            effective as of July 19, 2002, and (ii) the preamble describing the adoption of the
            amendments to such regulation, which is attached hereto as Annex 1.


            
            13.      
            That the Owner has no present knowledge or expectation that it will be
            unable to pay any United States taxes owed by it so long as any of the Certificates
            remain outstanding. In this regard, the Owner hereby represents to and for the benefit
            of the person from whom it acquired the Class AR Certificate that the Owner
            intends to pay taxes associated with holding such Class AR Certificate as they
            become due, fully understanding that it may incur tax liabilities in excess of any cash
            flows generated by the Class AR Certificate.


            
            14.     That
            the Owner has no present knowledge or expectation that it will become insolvent or
            subject to a bankruptcy proceeding for so long as any of the Class AR Certificates
            remain outstanding.


             


            
            C-1-2


             

            
            


            

            

            
            15.      
            The Owner is not an employee benefit plan or other plan or arrangement
            subject to the prohibited transaction provisions of the Employee Retirement Income
            Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
            Code (a “Plan”), or an investment manager, named fiduciary or a trustee of
            any Plan, or any other Person acting, directly or indirectly, on behalf of or
            purchasing any Certificate with “plan assets” of any Plan.


             


            
            C-1-3


             

            
            


            

            

            
            IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
            on its behalf, pursuant to the authority of its Board of Directors, by its [Title of
            Officer] and its corporate seal to be hereunto attached, attested by its [Assistant]
            Secretary, this ______ day of ________________, 200____.


            
            [NAME OF OWNER]


            
            By:__________________________________________


            
            [Name of Officer]


            
            [Title of Officer]


            
            [Corporate Seal]


            
            ATTEST:


            
            ________________________________


            
            [Assistant] Secretary


            
            Personally appeared before me the above-named [Name of Officer], known
            or proved to me to be the same person who executed the foregoing instrument and to be
            the [Title of Officer] of the Owner, and acknowledged to me that he executed the same
            as his free act and deed and the free act and deed of the Owner.


            
            Subscribed and sworn before me this _____ day of _________________,
            200_______.


            
            _______________________________________


            
            NOTARY PUBLIC


            
            COUNTY OF____________________________


            
            STATE OF______________________________


            
            My Commission expires the ______ day of ______________,
            20_____.


             


            
            C-1-4


             

            
            


            

            

            ANNEX
            1 TO EXHIBIT C-1


             


            
            DEPARTMENT OF THE TREASURY


             


            
            Internal Revenue Service


             


            26
            CFR Parts 1 and 602


             


            [TD
            9004]


            RIN
            1545-AW98


             


            Real
            Estate Mortgage Investment Conduits


             


            
            AGENCY: Internal Revenue Service (IRS), Treasury.


             


            
            ACTION: Final regulations.


             


            
            -----------------------------------------------------------------------


             


            
            SUMMARY: This document contains final regulations relating to
            safe


            
            harbor transfers of noneconomic residual interests in real
            estate


            
            mortgage investment conduits (REMICs). The final regulations
            provide


            
            additional limitations on the circumstances under which transferors
            may


            
            claim safe harbor treatment.


             


            
            DATES: Effective Date: These regulations are effective July 19,
            2002.


            
                Applicability Date: For dates of applicability, see
            Sec. 1.860E-


            
            (1)(c)(10).


             


            FOR
            FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940


            (not
            a toll-free number).


             


            
            SUPPLEMENTARY INFORMATION:


             


            
            Paperwork Reduction Act


             


                
            The collection of information in this final rule has been reviewed

            and, pending receipt and evaluation of public comments, approved by the

            Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned

            control number 1545-1675.

                  The collection of
            information in this regulation is in Sec. 1.860E-

            1(c)(5)(ii). This information is required to enable the IRS to verify

            that a taxpayer is complying with the conditions of this regulation.

            The collection of information is mandatory and is required. Otherwise,

            the taxpayer will not receive the benefit of safe harbor treatment as

            provided in the regulation. The likely respondents are businesses and

            other for-profit institutions.

                 Comments on the
            collection of information should be sent to the

            Office of Management and Budget, Attn: Desk Officer for the Department

            of the Treasury, Office of Information and Regulatory Affairs,


             


            
            C-1-5


             

            
            


            

            

            
            Washington, DC, 20503, with copies to the Internal Revenue
            Service,


            
            Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington,
            DC


            
            20224. Comments on the collection of information should be received
            by


            
            September 17, 2002. Comments are specifically requested
            concerning:


            
                	
                             

                        	
                            Whether the collection of
                            information is necessary for the proper

                        


            


            
            performance of the functions of the Internal Revenue Service,
            including


            
            whether the information will have practical utility;


            
                	
                             

                        	
                            The accuracy of the
                            estimated burden associated with the collection

                        


            


            of
            information (see below);


            
                	
                             

                        	
                            How the quality, utility,
                            and clarity of the information to be

                        


            


            
            collected may be enhanced;


            
                	
                             

                        	
                            How the burden of
                            complying with the collection of information may

                        


            


            be
            minimized, including through the application of automated collection


            
            techniques or other forms of information technology; and


            
                	
                             

                        	
                            Estimates of capital or
                            start-up costs and costs of operation,

                        


            


            
            maintenance, and purchase of service to provide information.


            
                	
                             

                        	
                            An agency may not conduct
                            or sponsor, and a person is not required

                        


            


            to
            respond to, a collection of information unless it displays a valid


            
            control number assigned by the Office of Management and
            Budget.


            
                	
                             

                        	
                            The estimated total
                            annual reporting burden is 470 hours, based on

                        


            


            an
            estimated number of respondents of 470 and an estimated average


            
            annual burden hours per respondent of one hour.


            
                	
                             

                        	
                            Books or records relating
                            to a collection of information must be

                        


            


            
            retained as long as their contents may become material in the


            
            administration of any internal revenue law. Generally, tax returns
            and


            tax
            return information are confidential, as required by 26 U.S.C. 6103.


             


            
            Background


             


            
                	
                             

                        	
                            This document contains
                            final regulations regarding the proposed

                        


            


            
            amendments to 26 CFR part 1 under section 860E of the Internal
            Revenue


            Code
            (Code). The regulations provide the circumstances under which a


            
            transferor of a noneconomic REMIC
            residual interest meeting the


            
            investigation and representation requirements may avail itself of
            the


            safe
            harbor by satisfying either the formula test or the asset test.


            
                	
                             

                        	
                            Final regulations
                            governing REMICs, issued in 1992, contain rules

                        


            


            
            governing the transfer of noneconomic
            REMIC residual interests. In


            
            general, a transfer of a noneconomic residual interest is
            disregarded


            for
            all tax purposes if a significant purpose of the transfer is to


             


            
            [[Page 47452]]


             


            
            enable the transferor to impede the assessment or collection of tax.
            A


            
            purpose to impede the assessment or collection of tax (a
            wrongful


            
            purpose) exists if the transferor, at the time of the transfer,
            either


            knew
            or should have known that the transferee would be unwilling or


            
            unable to pay taxes due on its share of the
            REMIC’s taxable income.


            
                	
                             

                        	
                            
                            Under a safe harbor, the transferor of a
                            REMIC
                            noneconomic residual

                        


            


            
            interest is presumed not to have a wrongful purpose if two
            requirements


            are
            satisfied: (1) the transferor conducts a reasonable investigation


            of
            the transferee’s financial condition (the investigation


             


            
            C-1-6


             

            
            


            

            

            
            requirement); and (2) the transferor secures a representation from
            the


            
            transferee to the effect that the transferee understands the
            tax


            
            obligations associated with holding a residual interest and intends
            to


            pay
            those taxes (the representation requirement).


            
                	
                             

                        	
                            The IRS and Treasury have
                            been concerned that some transferors of

                        


            


            
            noneconomic residual interests claim they satisfy the safe harbor
            even


            in
            situations where the economics of the transfer clearly indicate the


            
            transferee is unwilling or unable to pay the tax associated
            with


            
            holding the interest. For this reason, on February 7, 2000, the
            IRS


            
            published in the Federal Register (65 FR 5807) a notice of
            proposed


            
            rulemaking (REG-100276-97; REG-122450-98) designed to clarify the
            safe


            
            harbor by adding the ``formula test,’’ an economic test. The
            proposed


            
            regulation provides that the safe harbor is unavailable unless
            the


            
            present value of the anticipated tax liabilities associated
            with


            
            holding the residual interest does not exceed the sum of: (1)
            The


            
            present value of any consideration given to the transferee to
            acquire


            the
            interest; (2) the present value of the expected future


            
            distributions on the interest; and (3) the present value of
            the


            
            anticipated tax savings associated with holding the interest as
            the


            
            REMIC generates losses.


            
                	
                             

                        	
                            The notice of proposed
                            rulemaking also contained rules for FASITs.

                        


            


            
            Section 1.860H-6(g) of the proposed regulations provides
            requirements


            for
            transfers of FASIT ownership interests and adopts a safe harbor by


            
            reference to the safe harbor provisions of the
            REMIC regulations.


            
                	
                             

                        	
                            In January 2001, the IRS
                            published Rev. Proc. 2001-12 (2001-3

                        


            


            
            I.R.B. 335) to set forth an alternative safe harbor that
            taxpayers


            
            could use while the IRS and the Treasury considered comments on
            the


            
            proposed regulations. Under the alternative safe harbor, if a


            
            transferor meets the investigation requirement and the
            representation


            
            requirement but the transfer fails to meet the formula test,
            the


            
            transferor may invoke the safe harbor if the transferee meets a
            two-


            
            prong test (the asset test). A transferee generally meets the
            first


            
            prong of this test if, at the time of the transfer, and in each of
            the


            two
            years preceding the year of transfer, the transferee’s gross assets


            
            exceed $100 million and its net assets exceed $10 million. A
            transferee


            
            generally meets the second prong of this test if it is a
            domestic,


            
            taxable corporation and agrees in writing not to transfer the
            interest


            to
            any person other than another domestic, taxable corporation that


            also
            satisfies the requirements of the asset test. A transferor cannot


            rely
            on the asset test if the transferor knows, or has reason to know,


            that
            the transferee will not comply with its written agreement to limit


            the
            restrictions on subsequent transfers of the residual interest.


            
                	
                             

                        	
                            Rev. Proc. 2001-12
                            provides that the asset test fails to be

                        


            


            
            satisfied in the case of a transfer or assignment of a
            noneconomic


            
            residual interest to a foreign branch of an otherwise
            eligible


            
            transferee. If such a transfer or assignment were permitted,
            a


            
            corporate taxpayer might seek to claim that the provisions of
            an


            
            applicable income tax treaty would resource excess inclusion income
            as


            
            foreign source income, and that, as a consequence, any
            U.S. tax


            
            liability attributable to the excess inclusion income could be
            offset


            by
            foreign tax credits. Such a claim would impede the assessment or


             


            
            C-1-7


             

            
            


            

            

            
            collection of U.S. tax on excess inclusion income, contrary to
            the


            
            congressional purpose of assuring that such income will be taxable
            in


            all
            events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the


            
            Code.


            
                	
                             

                        	
                            The Treasury and the IRS
                            have learned that certain taxpayers

                        


            


            
            transferring noneconomic residual interests to foreign branches
            have


            
            attempted to rely on the formula test to obtain safe harbor
            treatment


            in
            an effort to impede the assessment or collection of U.S. tax on


            
            excess inclusion income. Accordingly, the final regulations
            provide


            that
            if a noneconomic residual interest is transferred to a foreign


            
            permanent establishment or fixed base of a U.S. taxpayer, the
            transfer


            is
            not eligible for safe harbor treatment under either the asset test


            or
            the formula test. The final regulations also require a transferee to


            
            represent that it will not cause income from the noneconomic
            residual


            
            interest to be attributable to a foreign permanent establishment
            or


            
            fixed base.


            
                	
                             

                        	
                            
                            Section 1.860E-1(c)(8) provides computational rules
                            that a taxpayer

                        


            


            may
            use to qualify for safe harbor status under the formula test.


            
            Section 1.860E-1(c)(8)(i) provides that the transferee is presumed
            to


            pay
            tax at a rate equal to the highest rate of tax specified in section


            
            11(b). Some commentators were concerned that this presumed rate
            of


            
            taxation was too high because it does not take into
            consideration


            
            taxpayers subject to the alternative minimum tax rate. In light of
            the


            
            comments received, this provision has been amended in the
            final


            
            regulations to allow certain transferees that compute their
            taxable


            
            income using the alternative minimum tax rate to use the
            alternative


            
            minimum tax rate applicable to corporations.


            
                	
                             

                        	
                            Additionally, Sec.
                            1.860E-1(c)(8)(iii) provides that the present

                        


            


            
            values in the formula test are to be computed using a discount
            rate


            
            equal to the applicable Federal short-term rate prescribed by
            section


            
            1274(d). This is a change from the proposed regulation and Rev.
            Proc.


            
            2001-12. In those publications the provision stated that
            ``present


            
            values are computed using a discount rate equal to the
            applicable


            
            Federal rate prescribed in section 1274(d) compounded
            semiannually’’


            and
            that ``[a] lower discount rate may be used if the transferee can


            
            demonstrate that it regularly borrows, in the course of its trade
            or


            
            business, substantial funds at such lower rate from an unrelated
            third


            
            party.’’ The IRS and the Treasury Department have learned
            that, based


            on
            this provision, certain taxpayers have been attempting to use


            
            unrealistically low or zero interest rates to satisfy the formula
            test,


            
            frustrating the intent of the test. Furthermore, the Treasury


            
            Department and the IRS believe that a rule allowing for a rate
            other


            than
            a rate based on an objective index would add unnecessary


            
            complexity to the safe harbor. As a result, the rule in the
            proposed


            
            regulations that permits a transferee to use a lower discount rate,
            if


            the
            transferee can demonstrate that it regularly borrows substantial


            
            funds at such lower rate, is not included in the final regulations;
            and


            the
            Federal short-term rate has been substituted for the applicable


            
            Federal rate. To simplify taxpayers’ computations, the
            final


            
            regulations allow use of any of the published short-term
            rates,


            
            provided that the present values are computed with a
            corresponding


             


            
            C-1-8


             

            
            


            

            

            
            period of compounding. With the exception of the provisions relating
            to


            
            transfers to foreign branches, these changes generally have
            the


            
            proposed applicability date of February 4, 2000, but taxpayers
            may


            
            choose to apply the interest rate formula set forth in the
            proposed


            
            regulation and Rev. Proc. 2001-12 for transfers occurring before
            August


            19,
            2002.


            
                	
                             

                        	
                            It is anticipated that
                            when final regulations are adopted with

                        


            


            
            respect to


             


            
            [[Page 47453]]


             


            
            FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted
            in


            
            substantially its present form, with the result that the
            final


            
            regulations contained in this document will also govern transfers
            of


            
            FASIT ownership interests with substantially the same
            applicability


            date
            as is contained in this document.


             


            
            Effect on Other Documents


             


            
                	
                             

                        	
                            Rev. Proc. 2001-12
                            (2001-3 I.R.B. 335) is obsolete for transfers of

                        


            


            
            noneconomic residual interests in REMICs occurring on or after
            August


            19,
            2002.


             


            
            Special Analyses


             


            
                	
                             

                        	
                            It is hereby certified
                            that these regulations will not have a

                        


            


            
            significant economic impact on a substantial number of small
            entities.


            This
            certification is based on the fact that it is unlikely that a


            
            substantial number of small entities will hold
            REMIC residual


            
            interests. Therefore, a Regulatory Flexibility Analysis under
            the


            
            Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It
            has


            been
            determined that this Treasury decision is not a significant


            
            regulatory action as defined in Executive Order 12866. Therefore,
            a


            
            regulatory assessment is not required. It also has been determined
            that


            
            sections 553(b) and 553(d) of the Administrative Procedure Act
            (5


            
            U.S.C. chapter 5) do not apply to these regulations.


             


            
            Drafting Information


             


            
                	
                             

                        	
                            The principal author of
                            these regulations is Courtney Shepardson.

                        


            


            
            However, other personnel from the IRS and Treasury Department


            
            participated in their development.


             


            List
            of Subjects


             


            26
            CFR Part 1


             


            
                	
                             

                        	
                            Income taxes, Reporting
                            and record keeping requirements.

                        


            


             


            26
            CFR Part 602


             


            
            C-1-9


             

            
            


            

            

            
                	
                             

                        	
                            Reporting and record
                            keeping requirements.

                        


            


             


            
            Adoption of Amendments to the Regulations


             


            
                	
                             

                        	
                            Accordingly, 26 CFR parts
                            1 and 602 are amended as follows:

                        


            


             


            PART
            1--INCOME TAXES


             


            
                	
                             

                        	
                            Paragraph 1. The
                            authority citation for part 1 continues to read in

                        


            


            part
            as follows:


             


            
                	
                             

                        	
                            Authority: 26 U.S.C. 7805
                            * * *

                        


            


             


             


            
            C-1-10


             

            
            


            

            

            
            EXHIBIT C-2


            
            FORM OF TRANSFEROR CERTIFICATE


             


            
            [date]


            Credit
            Suisse First Boston Mortgage Securities Corp.


            11
            Madison Avenue, 4th Floor


            New
            York, NY 10010


            
            Attention: Peter Sack


             


            Wells
            Fargo Bank, N.A.


            Sixth
            Street and Marquette Avenue


            
            Minneapolis, Minnesota 55479


            
            Attention: Client Manager—CSMC 2007-5R


             


            
                	
                            
                             

                        	
                            
                            Re:

                        	
                            
                            CSMC Trust 2007-5R

                        


            


            
            Mortgage Trust Certificates, Series 2007-5R


            
            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 and (c) to the extent we are
            disposing of a Class AR Certificate, we have no knowledge the Transferee is not a
            Permitted Transferee.


            
            Very truly yours,


            
             


            
            __________________________________


            
            Print Name of Transferor


            
             


            
            By: _______________________________


            
                	
                            
                             

                        	
                            
                            Authorized Officer

                        


            


             


            
                	
                            
                             

                        	
                            
                            C-2-1

                        


            


             

            
            


            

            

            
            EXHIBIT D


            
            UNDERLYING POOLING AGREEMENT


             


            (see
            attached)


            
                	
                            
                             

                        	
                            
                            D-1

                        


            


             

            
            


            

            

            
            EXHIBIT E


            
            FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS


            
                	
                            
                            (i)

                        	
                            
                            With respect to each Class of Certificates and, unless
                            otherwise stated, the related Distribution Date,

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            the Initial Class Principal Balance of such Class as of
                            the Cut-off Date;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            the Class Principal Balance of such Class before giving
                            effect to the distribution of principal and interest;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            the amount of the related distribution on such Class
                            allocable to interest;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            the amount of the related distribution on such Class
                            allocable to principal;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            the sum of the principal and interest payable to such
                            Class;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            the Class A Loss Amount allocable to such
                            Class;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            the Class Unpaid Interest Amount allocable to such
                            Class;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            the Class Principal Balance of such Class after giving
                            effect to the distribution of principal and interest;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            the Pass-Through Rate for such Class;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (j)

                        	
                            
                            any shortfall in principal allocable to such Class, if
                            such amount is greater than zero;

                        


            


            
                	
                            
                            (ii)

                        	
                            
                            with respect to a $1000 factor of the Initial Class
                            Principal Balance of each Class of Certificates and the related
                            Distribution Date,

                        


            


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            the CUSIP number assigned to such Class;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            the Class Principal Balance of such Class factor prior
                            to giving effect to the distribution of principal and
                            interest;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            the amount of the related distribution allocable to
                            interest on such Class factor;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            the amount of the related distribution allocable to
                            principal on such Class factor;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            the sum of the principal and interest payable to such
                            Class factor;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            the Class Principal Balance of such Class factor after
                            giving effect to the distribution of principal and interest;

                        


            


            
             


            
            E-1


             

            
            


            

            

            
            EXHIBIT F


            
            ADDITIONAL FORM 10-D DISCLOSURE


            
             


             


            
                	
                            
                            ADDITIONAL FORM 10-D DISCLOSURE


                            
                             

                        
	
                            
                            Item on Form 10-D

                        	
                            
                            Party Responsible

                        
	
                            
                            Item 1: Distribution and Pool Performance
                            Information

                        	
                            
                             

                        
	
                            
                            Information included in the monthly statement pursuant
                            to Section 3.06

                        	
                            
                            Trust Administrator


                            
                             

                        
	
                            
                            Any information required by 1121 which is NOT included
                            on the monthly statement pursuant to Section 3.06

                        	
                            
                            Depositor

                        
	
                            
                            Item 2: Legal Proceedings


                            
                            Any legal proceeding pending against the following
                            entities or their respective property, that is material to
                            Certificateholders, including any proceeding sknown to be contemplated
                            by governmental authorities:

                        	
                            
                             

                        
	
                            
                            ▪ Issuing Entity (Trust Fund)

                        	
                            
                            Trustee, Trust Administrator and Depositor

                        
	
                            
                            ▪ Sponsor (Seller)

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Depositor

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Trustee

                        	
                            
                            Trustee

                        
	
                            
                            ▪ Trust Administrator

                        	
                            
                            Trust Administrator

                        
	
                            
                            ▪ 1110(b) Originator

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Any 1108(a)(2) Servicer (other than the Trust
                            Administrator)

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Any other party contemplated by
                            1100(d)(1)

                        	
                            
                            Depositor

                        
	
                            
                            Item 3: Sale of Securities and Use of
                            Proceeds


                            
                            Information from Item 2(a) of Part II of Form
                            10-Q:


                            
                            With respect to any sale of securities by the sponsor,
                            depositor or issuing entity, that are backed by the same asset pool or
                            are otherwise issued by the issuing entity, whether or not registered,
                            provide the sales and use of proceeds information in Item 701 of
                            Regulation S-K. Pricing information can be omitted if securities were
                            not registered.

                        	
                            
                            Depositor

                        
	
                            
                            Item 4: Defaults Upon Senior
                            Securities


                            
                            Information from Item 3 of Part II of Form
                            10-Q:


                            
                            Report the occurrence of any Event of Default (after
                            expiration of any grace period and provision of any required
                            notice)

                        	
                            
                            Trust Administrator


                            
                            Trustee

                        
	
                            
                            Item 5: Submission of Matters to a Vote of Security
                            Holders


                            
                            Information from Item 4 of Part II of Form
                            10-Q

                        	
                            
                            Trust Administrator


                            
                            Trustee

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            F-1

                        


            


             

            
            


            

            

             


            
                	
                            
                            Item 6: Significant Obligors of Pool
                            Assets


                            
                            Item 1112(b) –
                            Significant Obligor Financial
                            Information*

                        	
                            
                            Depositor

                        
	
                            
                            *This information need only be reported on the Form 10-D
                            for the distribution period in which updated information is required
                            pursuant to the Item.

                        	
                            
                             

                        
	
                            
                            Item 7: Significant Enhancement Provider
                            Information


                            
                            Item 1114(b)(2) – Credit Enhancement Provider
                            Financial Information*

                        	
                            
                             

                        
	
                            
                            ▪ Determining applicable disclosure
                            threshold

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Requesting required financial information
                            (including any required accountants’ consent to the use thereof)
                            or effecting incorporation by reference

                        	
                            
                            Depositor


                            
                             

                        
	
                            
                            Item 1115(b) – Derivative Counterparty
                            Financial Information*

                        	
                            
                             

                        
	
                            
                            ▪ Determining current maximum probable
                            exposure

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Determining current significance
                            percentage

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Requesting required financial information
                            (including any required accountants’ consent to the use thereof)
                            or effecting incorporation by reference

                        	
                            
                            Depositor


                            
                             

                        
	
                            
                            *This information need only be reported on the Form 10-D
                            for the distribution period in which updated information is required
                            pursuant to the Items.

                        	
                            
                             

                        
	
                            
                            Item 8: Other Information


                            
                            Disclose any information required to be reported on
                            Form 8-K during the period covered by the Form 10-D but not
                            reported

                        	
                            
                            Any party responsible for the applicable Form 8-K
                            Disclosure item

                        
	
                            
                            Item 9: Exhibits

                        	
                            
                             

                        
	
                            
                            Monthly Statement to
                            Certificateholders

                        	
                            
                            Trust Administrator

                        
	
                            
                            Exhibits required by Item 601 of Regulation S-K, such
                            as material agreements

                        	
                            
                            Depositor

                        


            


            
             


            
            F-2


             

            
            


            

            

            
            EXHIBIT G


            
            ADDITIONAL DISCLOSURE NOTIFICATION


             


            Wells
            Fargo Bank, N.A.


            9062
            Old Annapolis Road


            
            Columbia, Maryland 21045


            Fax:
            (410) 715-2380


            Email:
            cts.sec.notifications@wellsfargo.com


            
            Attn: Corporate Trust Services- CSMC Trust 2007-5R,


            
            Mortgage Trust Certificates, Series 2007-5R–SEC REPORT
            PROCESSING


            Credit
            Suisse First Boston Mortgage Securities Corp.


            Eleven
            Madison Avenue


            New
            York, New York 10010


            RE:
            **Additional Form [10-D][10-K][8-K] Disclosure** Required


            Ladies
            and Gentlemen:


            In
            accordance with Article IX of the Trust Agreement, dated as of December 28, 2007, by
            and among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
            “Depositor”), Wells Fargo Bank, N.A. (“Wells Fargo”), a
            national banking association, in its capacity as trust administrator (the “Trust
            Administrator”), and U.S. Bank National Association, a national banking
            association, as trustee (the “Trustee”), the undersigned, as [ ], hereby
            notifies you that certain events have come to our attention that [will] [may] need to
            be disclosed on Form [10-D] [10-K] [8-K].


            
            Description of Additional Form [10-D][10-K][8-K]
            Disclosure:


             


            
            List of any Attachments hereto to be included in the Additional Form
            [10-D][10-K][8-K] Disclosure:


             


            Any
            inquiries related to this notification should be directed to
            [                         
             ], phone number:
            [                     
            ]; email address:
            [                               
            ].


            
            [NAME OF PARTY],


            
            as [role]


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            ________________________________

                        


            


            
            Name:


            
            Title:


            
             


            
            G-1


             

            
            


            

            

            
            EXHIBIT H


            
            ADDITIONAL FORM 10-K DISCLOSURE


            
                	
                            
                                
                                Item on Form 10-K

                            

                        	
                            
                                
                                Party Responsible

                            

                        
	
                            
                            Item 1B: Unresolved Staff Comments


                            
                             

                        	
                            
                            Depositor

                        
	
                            
                            Item 9B: Other Information

                        	
                            
                            Any party responsible for disclosure items on Form
                            8-K

                        
	
                            
                            Item 15: Exhibits, Financial Statement
                            Schedules

                        	
                            
                            Trust Administrator

                            Depositor

                        
	
                            
                            Additional Item:


                            
                            Disclosure per Item 1117 of Reg AB

                        	
                            
                             


                            
                            (i) All parties to the Trust Agreement (as to
                            themselves), (ii) the Trust Administrator as to the issuing
                            entity, (iii) the Depositor as to the sponsor, any 1106(b) originator,
                            any 1100(d)(1) party

                        
	
                            
                            Additional Item:


                            
                            Disclosure per Item 1119 of Reg AB

                        	
                            
                             


                            
                            (i) All parties to the Trust Agreement (as to
                            themselves), (ii) the Depositor as to he sponsor, originator,
                            significant obligor, enhancement or support provider

                        
	
                            
                            Additional Item:


                            
                            Disclosure per Item 1112(b) of Reg AB

                        	
                            
                             


                            
                            Depositor

                        
	
                            
                            Additional Item:


                            
                            Disclosure per Items 1114(b) and 1115(b) of


                            
                            Reg AB

                        	
                            
                             


                            
                            Depositor

                        
	
                            
                             

                        	
                            
                             

                        


            


             


             


             


            
            H-1


             

            
            


            

            

            
            EXHIBIT I


            
            FORM 8-K DISCLOSURE INFORMATION


            
                	
                            
                            FORM 8-K DISCLOSURE INFORMATION

                        
	
                            
                            Item on Form 8-K

                        	
                            
                            Party Responsible

                        
	
                            
                            Item 1.01- Entry into a Material Definitive
                            Agreement


                            
                            Disclosure is required regarding entry into or amendment
                            of any definitive agreement that is material to the securitization,
                            even if depositor is not a party.


                            
                            Examples: servicing agreement, custodial
                            agreement.


                            
                            Note: disclosure not required as to definitive
                            agreements that are fully disclosed in the prospectus

                        	
                            
                            All parties (as to themselves)

                        
	
                            
                            Item 1.02- Termination of a Material Definitive
                            Agreement


                            
                            Disclosure is required regarding termination of any
                            definitive agreement that is material to the securitization (other than
                            expiration in accordance with its terms), even if depositor is not a
                            party.


                            
                            Examples: servicing agreement, custodial
                            agreement.

                        	
                            
                            All parties (as to themselves)

                        
	
                            
                            Item 1.03- Bankruptcy or Receivership


                            
                            Disclosure is required regarding the bankruptcy or
                            receivership, with respect to any of the following:

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Sponsor (Seller)

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Depositor

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Other Servicer servicing 20% or more of the pool
                            assets at the time of the report

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Other material servicers

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Trustee

                        	
                            
                            Trustee

                        
	
                            
                            ▪ Trust Administrator

                        	
                            
                            Trust Administrator

                        
	
                            
                            ▪ Significant Obligor

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Credit Enhancer (10% or more)

                        	
                            
                            Depositor

                        
	
                            
                            ▪ Derivative Counterparty

                        	
                            
                            Depositor

                        
	
                            
                            Item 2.04- Triggering Events that Accelerate or
                            Increase a Direct Financial Obligation or an Obligation under an
                            Off-Balance Sheet Arrangement


                            
                            Includes an early amortization, performance trigger or
                            other event, including event of default, that would materially alter
                            the payment priority/distribution of cash flows/amortization
                            schedule.


                            
                            Disclosure will be made of events other than waterfall
                            triggers which are disclosed in the monthly statements to the
                            certificateholders.

                        	
                            
                            Depositor


                            
                            Trust Administrator

                        


            


             


             


            
            I-1


             

            
            


            

            

             


            
                	
                            
                            Item 3.03- Material Modification to Rights of
                            Security Holders


                            
                            Disclosure is required of any material modification to
                            documents defining the rights of Certificateholders, including the
                            Pooling and Servicing Agreement.

                        	
                            
                            Trust Administrator


                            
                            Depositor

                        
	
                            
                            Item 5.03- Amendments of Articles of Incorporation or
                            Bylaws; Change of Fiscal Year


                            
                            Disclosure is required of any amendment “to the
                            governing documents of the issuing entity”.

                        	
                            
                            Depositor

                        
	
                            
                            Item 6.01- ABS Informational and Computational
                            Material

                        	
                            
                            Depositor

                        
	
                            
                            Item 6.02- Change of Servicer or Trust
                            Administrator


                            
                            Requires disclosure of any removal, replacement,
                            substitution or addition of any master servicer, affiliated servicer,
                            other servicer servicing 10% or more of pool assets at time of report,
                            other material servicers or trustee.

                        	
                            
                            Trust Administrator/Depositor/


                            
                            Trustee

                        
	
                            
                            Reg AB disclosure about any new servicer or master
                            servicer is also required.

                        	
                            
                            Trust Administrator/Depositor

                        
	
                            
                            Reg AB disclosure about any new Trustee is also
                            required.

                        	
                            
                            Trustee

                        
	
                            
                            Item 6.03- Change in Credit Enhancement or External
                            Support


                            
                            Covers termination of any enhancement in manner other
                            than by its terms, the addition of an enhancement, or a material change
                            in the enhancement provided. Applies to external credit enhancements as
                            well as derivatives.

                        	
                            
                            N/A

                        
	
                            
                            Reg AB disclosure about any new enhancement provider is
                            also required.

                        	
                            
                            Depositor

                        
	
                            
                            Item 6.04- Failure to Make a Required
                            Distribution

                        	
                            
                            Trust Administrator

                        
	
                            
                            Item 6.05- Securities Act Updating
                            Disclosure


                            
                            If any material pool characteristic differs by 5% or
                            more at the time of issuance of the securities from the description in
                            the final prospectus, provide updated Reg AB disclosure about the
                            actual asset pool.

                        	
                            
                            Depositor

                        
	
                            
                            If there are any new servicers or originators required
                            to be disclosed under Regulation AB as a result of the foregoing,
                            provide the information called for in Items 1108 and 1110
                            respectively.

                        	
                            
                            Depositor

                        
	
                            
                            Item 7.01- Reg FD Disclosure

                        	
                            
                            All parties (as to themselves)

                        
	
                            
                            Item 8.01- Other Events


                            
                            Any event, with respect to which information is not
                            otherwise called for in Form 8-K, that the registrant deems of
                            importance to certificateholders.

                        	
                            
                            Depositor

                        
	
                            
                            Item 9.01- Financial Statements and
                            Exhibits

                        	
                            
                            Responsible party for reporting/disclosing the financial
                            statement or exhibit

                        


            


            
             


             


            
                	
                            
                             

                        	
                            
                            I-2

                        


            


             

            
            


            

            

            
            EXHIBIT J


            
            FORM OF BACK-UP CERTIFICATION


            
                	
                            
                             

                        	
                            
                            Re:

                        	
                            
                            The Trust Agreement, dated as of December 28, 2007 (the
                            “Trust Agreement”), by and among Credit Suisse First Boston
                            Mortgage Securities Corp., as depositor
                            (the ”Depositor”), Wells Fargo Bank, N.A.
                            (“Wells Fargo”), a national banking association, in its
                            capacity as trust administrator (the “Trust
                            Administrator”), and U.S. Bank National Association, a national
                            banking association, as trustee
                            (the ”Trustee”).                                                                                                                              

                        


            


            
            The Trust Administrator hereby certifies to the Depositor, and its
            officers, directors and affiliates, and with the knowledge and intent that they will
            rely upon this certification, that:


            
            (1)           
            I have reviewed the annual report on Form 10-K for the fiscal year
            [____] (the “Annual Report”), and all reports on Form 10-D required to be
            filed in respect of period covered by the Annual Report (collectively with the Annual
            Report, the “Reports”), of the Trust;


            
            (2)           
            To my knowledge, (a) the 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 the Annual Report, and (b)
            the Trust Administrator’s assessment of compliance and related attestation report
            referred to below, 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 such assessment of compliance and attestation
            report;


            
            (3)           
            To my knowledge, the distribution information required to be provided by
            the Trust Administrator under the Trust Agreement for inclusion in the Reports is
            included in the Reports;


            
            (4)           
            I am responsible for reviewing the activities performed by the Trust
            Administrator under the Trust Agreement, and based on my knowledge and the compliance
            review conducted in preparing the compliance statement of the Trust Administrator
            required by the Trust Agreement, and except as disclosed in the Reports, the Trust
            Administrator has fulfilled its obligations under the Trust Agreement in all material
            respects; and


            
            (5)           
            The report on assessment of compliance with servicing criteria
            applicable to the Trust Administrator for asset-backed securities of the Trust
            Administrator and each Subcontractor utilized by the Trust Administrator and related
            attestation report on assessment of compliance with servicing criteria applicable to it
            required to be included in the Annual Report in accordance with Item 1122 of Regulation
            AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the
            Annual Report. Any material instances of non-compliance are described in such report
            and have been disclosed in the Annual Report.


            
            In giving the certifications above, the Trust Administrator has
            reasonably relied on information provided to it by the following unaffiliated parties:
            [names of servicer(s), master servicer, subservicer, depositor, trustee,
            custodian(s)]


             


            By:
            _______________________


            
            Name:


            
            Title:


            
            Date:


             


            
                	
                            
                             

                        	
                            
                            J-1

                        


            


             

            
            


            

            

            
            EXHIBIT K


            
            RELEVANT SERVICING CRITERIA


             


            
            The assessment of compliance to be delivered by the Trust Administrator
            shall address, at a minimum, the criteria identified as below as “Applicable
            Servicing Criteria” with respect to such party:


             


            
            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.


             


            
                	
                            
                            Regulation AB Reference

                        	
                            
                            Servicing Criteria

                        	
                            
                            Trust Administrator

                        


            


             


            
                	
                            
                             

                        	
                            
                            General Servicing Considerations

                        	
                            
                             

                        


            


             


            
                	
                            
                            1122(d)(1)(i)

                        	
                            
                            Policies and procedures are instituted to monitor any
                            performance or other triggers and events of default in accordance with
                            the transaction agreements.

                        	
                            
                            X

                        
	
                            
                            1122(d)(1)(ii)

                        	
                            
                            If any material servicing activities are outsourced to
                            third parties, policies and procedures are instituted to monitor the
                            third party’s performance and compliance with such servicing
                            activities.

                        	
                            
                             

                        
	
                            
                            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.

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                            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

                        
	
                            
                            1122(d)(2)(ii)

                        	
                            
                            Disbursements made via wire transfer on behalf of an
                            obligor or to an investor are made only by authorized
                            personnel.

                        	
                            
                            X

                        
	
                            
                            1122(d)(2)(iii)

                        	
                            
                            Advances of funds or guarantees regarding collections,
                            cash flows or distributions, and any interest or other fees charged for
                            such advances, are made, reviewed and approved as specified in the
                            transaction agreements.

                        	
                            
                             

                        
	
                            
                            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

                        


            


             


             

            
            


            

            

             


            
                	
                            
                            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

                        
	
                            
                            1122(d)(2)(vi)

                        	
                            
                            Unissued checks are safeguarded so as to prevent
                            unauthorized access.

                        	
                            
                             

                        
	
                            
                            1122(d)(2)(vii)

                        	
                            
                            Reconciliations are prepared on a monthly basis for all
                            asset-backed securities related bank accounts, including custodial
                            accounts and related bank clearing accounts. These reconciliations are
                            (A) mathematically accurate; (B) prepared within 30 calendar days after
                            the bank statement cutoff date, or such other number of days specified
                            in the transaction agreements; (C) reviewed and approved by someone
                            other than the person who prepared the reconciliation; and (D) contain
                            explanations for reconciling items. These reconciling items are
                            resolved within 90 calendar days of their original identification, or
                            such other number of days specified in the transaction
                            agreements.

                        	
                            
                            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

                        
	
                            
                            1122(d)(3)(ii)

                        	
                            
                            Amounts due to investors are allocated and remitted in
                            accordance with timeframes, distribution priority and other terms set
                            forth in the transaction agreements.

                        	
                            
                            X

                        
	
                            
                            1122(d)(3)(iii)

                        	
                            
                            Disbursements made to an investor are posted within two
                            business days to the Servicer’s investor records, or such other
                            number of days specified in the transaction agreements.

                        	
                            
                            X

                        
	
                            
                            1122(d)(3)(iv)

                        	
                            
                            Amounts remitted to investors per the investor reports
                            agree with cancelled checks, or other form of payment, or custodial
                            bank statements.

                        	
                            
                            X

                        


            


             


             


            
            K-2


             

            
            


            

            

             


            
                	
                            
                             

                        	
                            
                            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.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(ii)

                        	
                            
                            Pool assets and related documents are safeguarded as
                            required by the transaction agreements

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(iii)

                        	
                            
                            Any additions, removals or substitutions to the asset
                            pool are made, reviewed and approved in accordance with any conditions
                            or requirements in the transaction agreements.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(iv)

                        	
                            
                            Payments on 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.

                        	
                            
                             

                        
	
                            
                            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.

                        	
                            
                             

                        
	
                            
                            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.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(vii)

                        	
                            
                            Loss mitigation or recovery actions (e.g., forbearance
                            plans, modifications and deeds in lieu of foreclosure, foreclosures and
                            repossessions, as applicable) are initiated, conducted and concluded in
                            accordance with the timeframes or other requirements established by the
                            transaction agreements.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(viii)

                        	
                            
                            Records documenting collection efforts are maintained
                            during the period a 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).

                        	
                            
                             

                        
	
                            
                            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.

                        	
                            
                             

                        


            


             


             


            
            K-3


             

            
            


            

            

             


            
                	
                            
                            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.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(xi)

                        	
                            
                            Payments made on behalf of an obligor (such as tax or
                            insurance payments) are made on or before the related penalty or
                            expiration dates, as indicated on the appropriate bills or notices for
                            such payments, provided that such support has been received by the
                            servicer at least 30 calendar days prior to these dates, or such other
                            number of days specified in the transaction agreements.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(xii)

                        	
                            
                            Any late payment penalties in connection with any
                            payment to be made on behalf of an obligor are paid from the
                            Servicer’s funds and not charged to the obligor, unless the late
                            payment was due to the obligor’s error or omission.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(xiii)

                        	
                            
                            Disbursements made on behalf of an obligor are posted
                            within two business days to the obligor’s records maintained by
                            the servicer, or such other number of days specified in the transaction
                            agreements.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(xiv)

                        	
                            
                            Delinquencies, charge-offs and uncollectible accounts
                            are recognized and recorded in accordance with the transaction
                            agreements.

                        	
                            
                             

                        
	
                            
                            1122(d)(4)(xv)

                        	
                            
                            Any external enhancement or other support, identified in
                            Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
                            maintained as set forth in the transaction agreements.

                        	
                            
                             

                        


            


             


             


            
            K-4


             

            
            


            

            

            
            EXHIBIT L


             


            
            AVAILABLE COMBINATIONS


             


            
                	
                            
                            Exchangeable REMIC Certificates

                        	
                            
                            Exchangeable Certificates

                        
	
                            
                            Exchangeable REMIC Class

                        	
                            
                            Relative

                            Original Amount(1)

                        	
                            
                            Initial

                            Pass-Through
                            Rate(3)

                        	
                            
                            Designation

                        	
                            
                            Exchangeable
                            Class

                        	
                            
                            Relative

                            OriginalAmount

                        	
                            
                            Initial


                            
                            Pass-Through
                            Rate(3)

                        	
                            
                            Designation

                        
	
                            
                             


                            
                            REMIC


                            
                            Combination 1

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             


                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            A-1

                        	
                            
                            $  31,900,000

                        	
                            
                            6.50%

                        	
                            
                            Super Senior

                        	
                            
                            A-5

                        	
                            
                            $  37,677,524

                        	
                            
                            6.50%

                        	
                            
                            Super Senior

                        
	
                            
                            A-4

                        	
                            
                            $    5,777,524

                        	
                            
                            6.50%

                        	
                            
                            Senior Support

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        


            


             


             


             


            
            EXHIBIT M


             


            
            FORM OF EXCHANGE LETTER


             


             


            
            __________, 20__


             


            Wells
            Fargo Bank, N.A.


            Sixth
            Street and Marquette Avenue,


            
            Minneapolis, Minnesota 55479,


            
            Attention: Client Manager—CSMC 2007-5R


             


            
                	
                            
                             

                        	
                            
                            Re:

                        	
                            
                            CSMC Trust 2007-5R,

                        


            


            
            Mortgage Trust Certificates, Series 2007-5R


            
             


            Ladies
            and Gentlemen:


             


            
            Pursuant to the terms of that certain Trust Agreement dated as of
            December 28, 2007 (the “Trust Agreement”), by and among Credit Suisse First
            Boston Mortgage Securities Corp., as depositor, (the “Depositor”), U.S.
            Bank National Association, as trustee (the “Trustee”) and Wells Fargo Bank,
            N.A., as trust administrator (the “Trust Administrator”), we hereby present
            and surrender the [Exchangeable REMIC Certificates] [Exchangeable Certificates]
            specified on Schedule I attached hereto [(the “Exchangeable REMIC
            Certificates”)] [(the “Exchangeable Certificates”)] and transfer,
            assign, set over and otherwise convey to the Trust Administrator, all of our right,
            title and interest in and to the [Exchangeable REMIC Certificates] [Exchangeable
            Certificates] including all payments of interest thereon received after
            _________________, 200[__], in exchange for the [Exchangeable
            Certificates][Exchangeable REMIC Certificates] specified on Schedule I attached
            hereto.


            We
            agree that upon such exchange the portions of the [Exchangeable REMIC
            Certificates][Exchangeable Certificates] designated for exchange shall be deemed
            cancelled and replaced by the [Exchangeable Certificates][Exchangeable REMIC
            Certificates] issued in exchange therefor. We confirm that we have paid a fee of $5,000
            to the Trust Administrator in connection with such exchange.


            
            Sincerely,


             


             


            
            By: _____________________________________


            
            Name:


            
                	
                            
                             

                        	
                            
                            Title: