EXECUTION

     

    
      

      

    

     

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

    Depositor

    


    THORNBURG
      MORTGAGE HOME LOANS, INC.,

    Seller

    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and

    Securities
      Administrator

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    Trustee
      and Custodian

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of October 1, 2007

     

    __________________________________

     

    Thornburg
      Mortgage Securities Trust 2007-5

     

    Mortgage
      Loan Pass-Through Certificates, Series 2007-5

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Table
      of Contents

    


    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS; DECLARATION OF TRUST

            	
              8

            
	 	 
	
              SECTION
                1.01. Defined Terms

            	
              8

            
	
              SECTION
                1.02. Accounting

            	
              56

            
	 	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                CERTIFICATES

            	
              57

            
	 	 
	
              SECTION
                2.01. Conveyance of Mortgage Loans

            	
              57

            
	
              SECTION
                2.02. Acceptance by Trustee

            	
              61

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

            	
              62

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

            	
              65

            
	
              SECTION
                2.05. [Reserved]

            	
              66

            
	
              SECTION
                2.06. Representations and Warranties of the Depositor

            	
              66

            
	
              SECTION
                2.07. Issuance of Certificates

            	
              67

            
	
              SECTION
                2.08. Representations and Warranties of the Seller

            	
              68

            
	
              SECTION
                2.09. Covenants of the Seller

            	
              69

            
	 	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

            	
              69

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

            	
              69

            
	
              SECTION
                3.02. REMIC-Related Covenants

            	
              71

            
	
              SECTION
                3.03. Monitoring of Servicers

            	
              71

            
	
              SECTION
                3.04. Fidelity Bond

            	
              73

            
	
              SECTION
                3.05. Power to Act; Procedures

            	
              73

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

            	
              74

            
	
              SECTION
                3.07. Release of Mortgage Files

            	
              74

            
	
              SECTION
                3.08. Documents, Records and Funds in Possession of Master Servicer
                To Be
                Held for Trust

            	
              75

            
	
              SECTION
                3.09. Standard Hazard Insurance and Flood Insurance
                Policies

            	
              76

            
	
              SECTION
                3.10. Presentment of Claims and Collection of Proceeds

            	
              76

            
	
              SECTION
                3.11. Maintenance of the Primary Insurance Policies

            	
              77

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

            	
              77

            
	
              SECTION
                3.13. Realization Upon Defaulted Mortgage Loans

            	
              78

            
	
              SECTION
                3.14. Additional Compensation to the Master Servicer

            	
              78

            
	
              SECTION
                3.15. REO Property

            	
              78

            
	
              SECTION
                3.16. Assessments of Compliance and Attestation Reports

            	
              79

            
	
              SECTION
                3.17. Annual Compliance Statement

            	
              81

            
	
              SECTION
                3.18. Sarbanes-Oxley Certification

            	
              82

            
	
              SECTION
                3.19. Reports Filed with Securities and Exchange
                Commission

            	
              83

            
	
              SECTION
                3.20. Additional Information

            	
              88

            
	
              SECTION
                3.21. Intention of the Parties and Interpretation

            	
              88

            
	
              SECTION
                3.22. Indemnification

            	
              89

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                3.23. Amendments to Master Servicing Guide and Correspondent Sellers
                Guide

            	
              90

            
	
              SECTION
                3.24. UCC

            	
              90

            
	
              SECTION
                3.25. Optional and Required Purchases of Certain Mortgage
                Loans

            	
              90

            
	
              SECTION
                3.26. Realization upon Troubled Mortgage Loans

            	
              91

            
	
              SECTION
                3.27. Closing Certificate and Opinion

            	
              92

            
	
              SECTION
                3.28. Liabilities of the Master Servicer

            	
              92

            
	
              SECTION
                3.29. Merger or Consolidation of the Master Servicer

            	
              92

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

            	
              92

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

            	
              93

            
	
              SECTION
                3.32. Master Servicer Not to Resign

            	
              94

            
	
              SECTION
                3.33. Successor Master Servicer

            	
              95

            
	
              SECTION
                3.34. Sale and Assignment of Master Servicing

            	
              95

            
	
              SECTION
                3.35. Reporting Requirements of the Commission

            	
              96

            
	 	 
	
              ARTICLE
                IV ACCOUNTS

            	
              96

            
	 	 
	
              SECTION
                4.01. Servicing Accounts

            	
              96

            
	
              SECTION
                4.02. Distribution Account

            	
              97

            
	
              SECTION
                4.03. Permitted Withdrawals and Transfers from the Distribution
                Account

            	
              99

            
	 	 
	
              ARTICLE
                V FLOW OF FUNDS

            	
              101

            
	 	 
	
              SECTION
                5.01. Distributions Relating to Loan Group 1, Loan Group 2 and Loan
                Group
                3 and Related Certificates

            	
              101

            
	
              SECTION
                5.02. Distributions Relating to Loan Group 4 and Related
                Certificates

            	
              106

            
	
              SECTION
                5.03. Allocation of Net Deferred Interest and Realized
                Losses

            	
              108

            
	
              SECTION
                5.04. Statements

            	
              110

            
	
              SECTION
                5.05. Remittance Reports; Advances

            	
              114

            
	
              SECTION
                5.06. Compensating Interest Payments

            	
              115

            
	
              SECTION
                5.07. [Reserved]

            	
              115

            
	
              SECTION
                5.08. [Reserved]

            	
              115

            
	
              SECTION
                5.09. [Reserved]

            	
              115

            
	
              SECTION
                5.10. Recoveries

            	
              115

            
	 	 
	
              ARTICLE
                VI THE CERTIFICATES

            	
              116

            
	 	 
	
              SECTION
                6.01. The Certificates

            	
              116

            
	
              SECTION
                6.02. Registration of Transfer and Exchange of
                Certificates

            	
              117

            
	
              SECTION
                6.03. Mutilated, Destroyed, Lost or Stolen Certificates

            	
              122

            
	
              SECTION
                6.04. Persons Deemed Owners

            	
              123

            
	
              SECTION
                6.05. Appointment of Paying Agent

            	
              123

            
	 	 
	
              ARTICLE
                VII DEFAULT

            	
              123

            
	 	 
	
              SECTION
                7.01. Event of Default

            	
              123

            
	
              SECTION
                7.02. Trustee to Act

            	
              126

            
	
              SECTION
                7.03. Waiver of Event of Default

            	
              127

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                7.04. Notification to Certificateholders

            	
              127

            
	 	 
	
              ARTICLE
                VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	
              128

            
	 	 
	
              SECTION
                8.01. Duties of Trustee and Securities Administrator

            	
              128

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

            	
              129

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

            	
              131

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

            	
              132

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

            	
              132

            
	
              SECTION
                8.06. Eligibility Requirements for Trustee and Securities
                Administrator

            	
              132

            
	
              SECTION
                8.07. Resignation or Removal of Trustee and Securities
                Administrator

            	
              133

            
	
              SECTION
                8.08. Successor Trustee and Successor Securities
                Administrator

            	
              134

            
	
              SECTION
                8.09. Merger or Consolidation of Trustee or Securities
                Administrator

            	
              135

            
	
              SECTION
                8.10. Appointment of Co-Trustee or Separate Trustee

            	
              135

            
	
              SECTION
                8.11. Limitation of Liability

            	
              136

            
	
              SECTION
                8.12. Trustee May Enforce Claims Without Possession of
                Certificates

            	
              136

            
	
              SECTION
                8.13. Suits for Enforcement

            	
              137

            
	
              SECTION
                8.14. Waiver of Bond Requirement

            	
              137

            
	
              SECTION
                8.15. Waiver of Inventory, Accounting and Appraisal
                Requirement

            	
              137

            
	
              SECTION
                8.16. Appointment of Custodians

            	
              138

            
	 	 
	
              ARTICLE
                IX REMIC ADMINISTRATION

            	
              138

            
	 	 
	
              SECTION
                9.01. REMIC Administration

            	
              138

            
	
              SECTION
                9.02. Prohibited Transactions and Activities

            	
              140

            
	 	 
	
              ARTICLE
                X TERMINATION

            	
              140

            
	 	 
	
              SECTION
                10.01. Termination of Loan Group 1, 2 and 3; Termination of Loan
                Group
                4

            	
              140

            
	
              SECTION
                10.02. Additional Termination Requirements

            	
              143

            
	 	 
	
              ARTICLE
                XI DISPOSITION OF TRUST ASSETS

            	
              144

            
	 	 
	
              SECTION
                11.01. Disposition of Trust Assets

            	
              144

            
	 	 
	
              ARTICLE
                XII MISCELLANEOUS PROVISIONS

            	
              144

            
	 	 
	
              SECTION
                12.01. Amendment

            	
              144

            
	
              SECTION
                12.02. Recordation of Agreement; Counterparts

            	
              145

            
	
              SECTION
                12.03. Limitation on Rights of Certificateholders

            	
              146

            
	
              SECTION
                12.04. Governing Law; Jurisdiction

            	
              146

            
	
              SECTION
                12.05. Notices

            	
              147

            
	
              SECTION
                12.06. Severability of Provisions

            	
              147

            
	
              SECTION
                12.07. Article and Section References

            	
              147

            
	
              SECTION
                12.08. Notice to the Rating Agencies

            	
              148

            
	
              SECTION
                12.09. Further Assurances

            	
              149

            
	
              SECTION
                12.10. Benefits of Agreement

            	
              149

            
	
              SECTION
                12.11. Acts of Certificateholders

            	
              149

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                12.12. Successors and Assigns

            	
              149

            
	
              SECTION
                12.13. Derivatives Transactions

            	
              150

            


    

    


    EXHIBITS
      AND SCHEDULES:

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Senior Certificate (Other than Senior Interest-Only
                Certificate)

            	
              A-1

            
	
              Exhibit
                A-2

            	
              Form
                of Senior Interest-Only Certificate

            	
              A-1

            
	
              Exhibit
                B

            	
              [Reserved]

            	
              B-1

            
	
              Exhibit
                C

            	
              Form
                of Class A-R and Class 4A-R Certificate

            	
              C-1

            
	
              Exhibit
                D

            	
              Form
                of Subordinate Certificate Relating to Loan Groups 1, 2 and 3 and
                Loan
                Group 4

            	
              D-1

            
	
              Exhibit
                E

            	
              Form
                of Reverse of the Certificates

            	
              E-1

            
	
              Exhibit
                F

            	
              Request
                for Release

            	
              F-1

            
	
              Exhibit
                G-1

            	
              Form
                of Receipt of Mortgage Note

            	
              G-1-1

            
	
              Exhibit
                G-2

            	
              Form
                of Interim Certificate of Trustee

            	
              G-2-1

            
	
              Exhibit
                G-3

            	
              Form
                of Final Certification of Trustee

            	
              G-3-1

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            	
              H-1

            
	
              Exhibit
                I

            	
              Form
                of ERISA Representation

            	
              I-1

            
	
              Exhibit
                J-1

            	
              Form
                of Investment Letter [Non-Rule 144A]

            	
              J-1-1

            
	
              Exhibit
                J-2

            	
              Form
                of Rule 144A Investment Letter

            	
              J-2-1

            
	
              Exhibit
                K

            	
              Form
                of Transferor Certificate

            	
              K-1

            
	
              Exhibit
                L

            	
              Transfer
                Affidavit for Class A-R and Class 4A-R Certificates Pursuant to Section
                6.02(e)

            	
              L-1

            
	
              Exhibit
                M

            	
              [Reserved]

            	
              M-1

            
	
              Exhibit
                N

            	
              List
                of Servicers and Servicing Agreements

            	
              N-1

            
	
              Exhibit
                O

            	
              [Reserved]

            	
              O-1

            
	
              Exhibit
                P

            	
              [Reserved]

            	
              P-1

            
	
              Exhibit
                Q

            	
              Servicing
                Criteria

            	
              Q-1

            
	
              Exhibit
                R

            	
              Additional
                Form 10-D Disclosure

            	
              R-1

            
	
              Exhibit
                S

            	
              Additional
                Form 10-K Disclosure

            	
              S-1

            
	
              Exhibit
                T

            	
              Form
                8-K Disclosure Information

            	
              T-1

            
	
              Exhibit
                U

            	
              Form
                of Additional Disclosure Notification

            	
              U-1

            
	 	 	 
	
              Schedule
                I

            	
              Aggregate
                Mortgage Loan Schedule

            	 
	
              Schedule
                II

            	
              Group
                1 Mortgage Loan Schedule

            	 
	
              Schedule
                III

            	
              Group
                2 Mortgage Loan Schedule

            	 
	
              Schedule
                IV

            	
              Group
                3 Mortgage Loan Schedule

            	 
	
              Schedule
                V

            	
              Group
                4 Mortgage Loan Schedules

            	 


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    


    This
      Pooling and Servicing Agreement is dated as of October 1, 2007 (the
“Agreement”),
      among
      CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation,
      as
      depositor (the “Depositor”),
      THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation, as seller (the
      “Seller”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (in such
      capacity, the “Master
      Servicer”)
      and as
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee
      (in such capacity, the “Trustee”)
      and
      custodian (in such capacity, the “Custodian”).

    


    PRELIMINARY
      STATEMENT:

    


    Pursuant
      to this Agreement, the Depositor intends to cause the issuance and sale of
      the
      Trust’s Mortgage Pass-Through Certificates, Series 2007-5 (the “Certificates”)
      representing in the aggregate the entire beneficial ownership of the Trust,
      the
      primary assets of which are the Mortgage Loans (as defined below).

    


    On
      or
      prior to the Closing Date, the Depositor acquired the Mortgage Loans from the
      Seller pursuant to the Mortgage Loan Purchase Agreement (as defined below).
      On
      the Closing Date, the Depositor will sell the Mortgage Loans and certain other
      property to the Trust and receive in consideration therefor the Certificates
      evidencing the entire beneficial ownership of the Trust.

    


    The
      Depositor intends to sell and deliver to the Seller or its designee the
      Certificates, to be issued hereunder in multiple classes, which in the aggregate
      will evidence the entire beneficial ownership interest in the Trust. The
      Certificates will consist of twenty-seven classes of certificates, designated
      as
      (i) the Class 1A-1 Certificates, (ii) the Class 1A-2 Certificates, (iii) the
      Class 1-AX certificates, (iv) the Class 2A-1 Certificates, (v) the Class 2-AX
      Certificates, (vi) the Class 3A-1 Certificates, (vii) the Class 3A-2
      Certificates, (viii) the Class 3A-3 Certificates, (ix) the Class 3A-4
      Certificates, (x) the Class 3AX-1 Certificates, (xi) the Class 3AX-2
      Certificates, (xii) the Class 4A-1 Certificates, (xiii) the Class 4-AX
      Certificates, (xiv) the Class A-R Certificate, (xv) the Class 4A-R Certificates,
      (xvi) the Class B-1 Certificates, (xvii) the Class B-2 Certificates, (xviii)
      the
      Class B-3 Certificates, (xix) the Class B-4 Certificates, (xx) the Class B-5
      Certificates, (xxi) the Class B-6 Certificates, (xxii) the Class 4B-1
      Certificates, (xxiii) the Class 4B-2 Certificates, (xxiv) the Class 4B-3
      Certificates, (xxv) the Class 4B-4 Certificates, (xxvi) the Class 4B-5
      Certificates and (xxvii) the Class 4B-6 Certificates.

    


    For
      federal income tax purposes, the Trust Fund comprises five REMICs: two
      lower-tier REMICs (“Lower-Tier
      REMIC 1-3”
      and
“Lower-Tier
      REMIC 4”);
      one
      middle-tier REMIC (“Middle-Tier
      REMIC 1-3”);
      and
      two upper-tier REMICs (“Upper-Tier
      REMIC 1-3”
      and
“Upper-Tier
      REMIC 4”).
      

    


    Lower-Tier
      REMIC 1-3 will hold as its assets all of the assets related to Loan Group 1,
      Loan Group 2, and Loan Group 3 and will issue interests (the “Lower-Tier
      1-3 Regular Interests”),
      which
      will be uncertificated and will represent the regular interests in Lower Tier
      REMIC 1-3, and a residual interest (the “LT-R
      1-3 Interest”),
      ownership of which will be evidenced by the Class A-R Certificate and which
      will
      represent the sole class of residual interest in Lower-Tier REMIC 1-3. The
      Trustee will hold the Lower-Tier 1-3 Regular Interests as assets of the
      Middle-Tier REMIC 1-3, which will issue interests (the “Middle-Tier
      1-3 Regular Interests”),
      which
      will be uncertificated an will represent the regular interests in Middle-Tier
      REMIC 1-3, and a residual interest (the “MT-R
      1-3 Interest”),
      ownership of which will be evidenced by the Class A-R Certificate and which
      will
      represent the sole class of residual interest in Middle-Tier REMIC 1-3. The
      Trustee will hold the Middle-Tier REMIC 1-3 Regular Interests as assets of
      Upper-Tier REMIC 1-3. The Group 1 Certificates, other than the Class A-R
      Certificate, the Group 2 Certificates, the Group 3 Certificates, and the
      Subordinate Certificates will represent regular interests in Upper-Tier REMIC
      1-3, and the Class A-R Certificate will represent the residual interest
      Upper-Tier REMIC 1-3 as well as ownership of the LT-R 1-3 and MT-R 1-3
      Interests.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Lower-Tier
      REMIC 4 will hold as its assets all of the assets related to Loan Group 4,
      and
      will issue interests (the “Lower-Tier
      4 Regular Interests”),
      which
      will be uncertificated and will represent the regular interests in Lower Tier
      REMIC 4, and a residual interest (the “LT-R
      4 Interest”),
      ownership of which will be evidenced by the Class 4A-R Certificate and which
      will represent the sole class of residual interest in Lower-Tier REMIC 4. The
      Trustee will hold the Lower-Tier 4 Regular Interests as assets of Upper-Tier
      REMIC 4. The Group 4 Certificates, other than the Class 4A-R Certificates,
      will
      represent regular interests in Upper-Tier REMIC 4, and the Class 4A-R
      Certificate will represent the residual interest in Upper-Tier REMIC 4 as well
      as ownership of the LT-R 4 Interest. 

    


    All
      REMIC
      regular and residual interests created hereby will be retired on or before
      the
      Group 1-3 Latest Possible Maturity Date, in the case of the Lower-Tier 1-3
      Regular Interests, the Middle-Tier 1-3 Regular Interests, and each class of
      regular interests in Upper-Tier REMIC 1-3, and, the Group 4 Latest Possible
      Maturity Date, in the case of the Lower-Tier 4 Regular Interests and the regular
      interests in Upper-Tier REMIC 4..

    


    Lower-Tier
      REMIC 1-3 

    


    The
      following table specifies the designation, interest rate, initial principal
      amount, and related Loan Group for each Lower-Tier 1-3 Regular
      Interest:

    


    
      	
              Lower-Tier
                

              1-3
                

              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                

              Principal
                Amount

            	 	
              Related
                Loan Group

            
	
              LT-Group
                1

            	 	
              (1)

            	 	
              (4)

            	 	
              1

            
	
              LT-Group
                1 SCA

            	 	
              (1)

            	 	
              (5)

            	 	
              1

            
	
              LT-Group
                2

            	 	
              (2)

            	 	
              (6)

            	 	
              2

            
	
              LT-Group
                2 SCA

            	 	
              (2)

            	 	
              (7)

            	 	
              2

            
	
              LT-Group
                3

            	 	
              (3)

            	 	
              (8)

            	 	
              3

            
	
              LT-Group
                3 SCA

            	 	
              (3)

            	 	
              (9)

            	 	
              3

            
	
              LT-R
                1-3

            	 	
              (10)

            	 	
              (10)

            	 	
              N/A

            


    

    __________________

    


    
      	
              (1)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Lower-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the Net WAC for Loan Group 1.


            


    

    


    
      	
              (2)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Lower-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the Net WAC for Loan Group
                2.

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    
      	
              (3)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Lower-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the Net WAC for Loan Group 3.


            


    

    


    
      	
              (4)

            	
              An
                amount equal to the excess of (i) the Loan Group Balance for Loan
                Group 1
                for the first Distribution Date over (ii) the product of (a) 1.00%
                multiplied by (ii) the Subordinate Component for Loan Group 1 for
                the
                first Distribution Date.

            


    

    


    
      	
              (5)

            	
              An
                amount equal to the product of (i) 1.00% multiplied by (ii) the
                Subordinate Component for Loan Group 1 for the first Distribution
                Date.

            


    

    


    
      	
              (6)

            	
              An
                amount equal to the excess of (i) the Loan Group Balance for Loan
                Group 2
                for the first Distribution Date over (ii) the product of (a) 1.00%
                multiplied by (ii) the Subordinate Component for Loan Group 2 for
                the
                first Distribution Date.

            


    

    


    
      	
              (7)

            	
              An
                amount equal to the product of (i) 1.00% multiplied by (ii) the
                Subordinate Component for Loan Group 2 for the first Distribution
                Date.

            


    

    


    
      	
              (8)

            	
              An
                amount equal to the excess of (i) the Loan Group Balance for Loan
                Group 3
                for the first Distribution Date over (ii) the product of (a) 1.00%
                multiplied by (ii) the Subordinate Component for Loan Group 3 for
                the
                first Distribution Date.

            


    

    


    
      	
              (9)

            	
              An
                amount equal to the product of (i) 1.00% multiplied by (ii) the
                Subordinate Component for Loan Group 3 for the first Distribution
                Date.

            


    

    


    
      	
              (10)

            	
              The
                LT-R 1-3 Interest is the sole residual interest in Lower-Tier REMIC
                1-3.
                It does not have a principal amount or an interest rate.
                

            


    

    


    On
      each
      Distribution Date, the Available Funds for Loan Group 1, Loan Group 2 and Loan
      Group 3, as applicable, shall be distributed as interest with respect to the
      Lower-Tier 1-3 Regular Interests related to such Loan Group based on the
      interest rates described above, adjusted to reflect any applicable Net Interest
      Shortfalls for the related Loan Group for such Distribution Date.

    


    On
      each
      Distribution Date, the remaining Available Funds for Loan Group 1, Loan Group
      2
      and Loan Group 3, as applicable, shall be distributed as principal with respect
      to the Lower-Tier 1-3 Regular Interests as follows:

    


    (a) First,
      from the remaining Available Funds for Loan Group 1, to
      the LT-Group 1 SCA Interest until its principal balance equals one percent
      of
      the Subordinate Component for Loan Group 1 for the immediately succeeding
      Distribution Date;

    


    (b) Second,
      from the remaining Available Funds for Loan Group 2, to
      the LT-Group 2 SCA Interest until its principal balance equals one percent
      of
      the Subordinate Component for Loan Group 2 for the immediately succeeding
      Distribution Date;

    


    (c) Third,
      from the remaining Available Funds for Loan Group 3, to
      the LT-Group 3 SCA Interest until its principal balance equals one percent
      of
      the Subordinate Component for Loan Group 3 for the immediately succeeding
      Distribution Date;

    


    (d) Fourth,
      to LT-Group 1 SCA, LT-Group 2 SCA and LT-Group 3 SCA Interests from
      the remaining Available Funds from the applicable Loan Group, the minimum amount
      necessary to cause the ratio of the principal balance of such Lower-Tier 1-3
      Regular Interest to the principal balance of each other such Lower-Tier 1-3
      Regular Interest to equal the ratio of the Subordinate Component related to
      such
      Lower-Tier 1-3 Regular Interest to the Subordinate Component related to the
      other such Lower-Tier 1-3 Regular Interests, computed in each instance for
      the
      immediately succeeding Distribution Date;
      

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (e) Fifth,
      from the remaining Available Funds, to the LT-Group 1 Interest until the sum
      of
      its balance and that of the LT-Group 1 SCA, after taking into account
      distributions made pursuant to priorities (a) and (d) above for such
      Distribution Date, equals the Loan Group Balance for Loan Group 1 for the
      immediately succeeding Distribution Date;

    


    (f) Sixth,
      from the remaining Available Funds, to the LT-Group 2 Interest until the sum
      of
      its balance and that of the LT-Group 2 SCA, after taking into account
      distributions made pursuant to priorities (b) and (d) above for such
      Distribution Date, equals the Loan Group Balance for Loan Group 2 for the
      immediately succeeding Distribution Date;

    


    (g) Seventh,
      from the remaining Available Funds, to the LT-Group 3 Interest until the sum
      of
      its balance and that of the LT-Group 3 SCA, after taking into account
      distributions made pursuant to priorities (c) and (d) above for such
      Distribution Date, equals the Loan Group Balance for Loan Group 3 for the
      immediately succeeding Distribution Date;

    


    (h) Finally,
      to the Class LT-R 1-3 Interest. 

    


    On
      each
      Distribution Date, Realized Losses shall be allocated among the Lower Tier
      1-3 Regular Interests in the same manner that principal is distributed
      among the Lower Tier 1-3 Regular Interests.

    


    Middle-Tier
      REMIC 1-3

    


    The
      following table specifies the designation, interest rate, initial principal
      amount, and related Corresponding Class of Certificate for each Middle-Tier
      1-3
      Regular Interest:

     

    
      	
              Designation

            	
              Interest
                

              Rate

            	
              Initial
                Principal 

              Amount

            	
              Corresponding
                Class of 

              Certificate

            
	
              MT-1A-1

            	
              (1)

            	
              $407,197,100

            	
              Class
                1A-1, Class A-R

            
	
              MT-1A-2

            	
              (1)

            	
              $14,769,000

            	
              Class
                1A-2

            
	
              MT-2A-1

            	
              (2)

            	
              $144,136,000

            	
              Class
                2A-1

            
	
              MT-3A-1

            	
              (3)

            	
              $100,000,000

            	
              Class
                3A-1

            
	
              MT-3A-2

            	
              (3)

            	
              $79,025,000

            	
              Class
                3A-2

            
	
              MT-3A-3

            	
              (3)

            	
              $3,627,000

            	
              Class
                3A-3

            
	
              MT-3A-4

            	
              (3)

            	
              $5,707,000

            	
              Class
                3A-4

            
	
              MT-B-1

            	
              (4)

            	
              $11,725,000

            	
              Class
                B-1

            
	
              MT-B-2

            	
              (4)

            	
              $5,865,000

            	
              Class
                B-2

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                Designation

              	
                Interest
                  

                Rate

              	
                Initial
                  Principal 

                Amount

              	
                Corresponding
                  Class of 

                Certificate

              


      

    

    
      
        	
                MT-B-3

              	
                (4)

              	
                $2,345,000

              	
                Class
                  B-3

              
	
                MT-B-4

              	
                (4)

              	
                $3,520,000

              	
                Class
                  B-4

              
	
                MT-B-5

              	
                (4)

              	
                $2,345,000

              	
                Class
                  B-5

              
	
                MT-B-6

              	
                (4)

              	
                $1,564,067

              	
                Class
                  B-6

              
	
                MT-R
                  1-3

              	
                (5)

              	
                (5)

              	
                N/A

              


      

      ____________

    

    


    
      	
              (1)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Middle-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the weighted average of the interest rates on the LT-Group
                1
                and the LT-Group 1 SCA Interests in Lower-Tier REMIC 1-3 for the
                related
                Accrual Period (adjusted to reflect any applicable Net Interest
                Shortfalls. 

            


    

    


    
      	
              (2)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Middle-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the weighted average of the interest rates on the LT-Group
                2
                and the LT-Group 2 SCA Interests in Lower-Tier REMIC 1-3 for the
                related
                Accrual Period (adjusted to reflect any applicable Net Interest
                Shortfalls.

            


    

    


    
      	
              (3)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Middle-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the weighted average of the interest rates on the LT-Group
                3
                and the LT-Group 3 SCA Interests in Lower-Tier REMIC 1-3 for the
                related
                Accrual Period (adjusted to reflect any applicable Net Interest
                Shortfalls. 

            


    

    


    
      	
              (4)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Middle-Tier 1-3 Regular Interests will be a per
                annum
                rate equal to the weighted average of the interest rates on the LT-Group
                1
                SCA, LT-Group 2 SCA, and LT-Group 3 SCA Interests for the related
                Accrual
                Period (adjusted to reflect any applicable Net Interest
                Shortfalls).

            


    

    


    
      	
              (5)

            	
              The
                MT-R 1-3 Interest is the sole residual interest in Middle-Tier REMIC
                1-3.
                It does not have a principal amount or an interest rate.
                

            


    

    


    On
      each
      Distribution Date, amounts distributable on such Distribution Date with respect
      to the Lower-Tier 1-3 Regular Interests will be distributed as interest on
      the
      Middle-Tier 1-3 Regular Interests at the interest rates described above. Any
      remaining amounts will be distributed, and Realized Losses shall be allocated,
      with respect to the Middle-Tier 1-3 Regular Interests until the principal amount
      of each such Middle-Tier 1-3 Regular Interest equals the amount that will be
      the
      Class Certificate Principal Balance of the Corresponding Class of Certificates
      immediately after taking into account all distributions on such Distribution
      Date.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    Upper
      Tier REMIC 1-3

    


    The
      following table sets forth (or describes) the Class designation, the Original
      Class Certificate Principal Balance (or, in the case of the Interest-Only
      Certificates, the Original Class Certificate Notional Balance) for each Class
      of
      Group 1 Certificates, Group 2 Certificates, Group 3 Certificates, and
      Subordinate Certificates constituting interests in the Trust Fund hereunder,
      each of which, except for the Class A-R Certificate, is hereby designated a
      REMIC regular interest in Upper Tier REMIC 1-3 for purposes of the REMIC
      Provisions:

    


    
      	
              Class

            	
              Original
                Class Certificate 

              Principal
                Balance 

              or
                Original Class 

              Certificate
                Notional Balance

            	
              Pass-Through

              Rate

            
	
              Class
                1A-1

            	
              $407,197,000

            	
              (1)

            
	
              Class
                1A-2

            	
              $14,769,000

            	
              (1)

            
	
              Class
                2A-1

            	
              $144,136,000

            	
              (1)

            
	
              Class
                3A-1

            	
              $100,000,000

            	
              (1)

            
	
              Class
                3A-2

            	
              $79,025,000

            	
              (1)

            
	
              Class
                3A-3

            	
              $3,627,000

            	
              (1)

            
	
              Class
                3A-4

            	
              $5,707,000

            	
              (1)

            
	
              Class
                A-R

            	
              $    100.00

            	
              (1)

            
	
              Class
                1-AX

            	
              $407,197,000

              (Notional
                Balance) (2)

            	
              (1)

            
	
              Class
                2-AX

            	
              $144,136,000

              (Notional
                Balance) (3)

            	
              (1)

            
	
              Class
                3-AX1

            	
              $100,000,000

              (Notional
                Balance) (4)

            	
              (1)

            
	
              Class
                3-AX2

            	
              $79,025,000

              (Notional
                Balance) (4)

            	
              (1)

            
	
              Class
                B-1

            	
              $11,725,000

            	
              (1)

            
	
              Class
                B-2

            	
              $5,865,000

            	
              (1)

            
	
              Class
                B-3

            	
              $2,345,000

            	
              (1)

            
	
              Class
                B-4

            	
              $3,520,000

            	
              (1)

            
	
              Class
                B-5

            	
              $2,345,000

            	
              (1)

            
	
              Class
                B-6

            	
              $1,564,067

            	
              (1)

            


    

    ____________

    


    
      	 	
              (1)

            	
              Calculated
                pursuant to the definition of “Pass-Through
                Rate.”

            


    

    


    
      	 	
              (2)

            	
              Up
                to and including the Distribution Date in September 2012, for each
                Distribution Date the Class 1-AX Certificates shall have a Class
                Certificate Notional Balance equal to the Class Certificate Principal
                Balance of the Class 1A-1 Certificates as of the beginning of the
                related
                Accrual Period. Thereafter, the Class 1-AX Certificates will have
                a Class
                Certificate Notional Balance equal to
                zero.

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (3)

            	
              Up
                to and including the Distribution Date in August 2014, for each
                Distribution Date the Class 2-AX Certificates shall have a Class
                Certificate Notional Balance equal to the Class Certificate Principal
                Balance of the Class 2A-1 Certificates as of the beginning of the
                related
                Accrual Period. Thereafter, the Class 2-AX Certificates shall have
                a Class
                Certificate Notional Balance equal to
                zero.

            


    

    


    
      	 	
              (4)

            	
              Up
                to and including the Distribution Date in September 2017, for each
                Distribution Date the Class 3-AX1 Certificates shall have a Class
                Certificate Notional Balance equal to the Class Certificate Principal
                Balance of the Class 3A-1 Certificates and the Class 3-AX2 Certificates
                shall have a Class Certificate Notional Balance equal to the Class
                Certificate Principal Balance of the Class 3A-2 Certificates, in
                each case
                as of the beginning of the related Accrual Period. Thereafter, the
                Class
                3-AX1 Certificates and the Class 3-AX2 Certificates shall each have
                a
                Class Certificate Notional Balance equal to
                zero.

            


    

    


    Lower-Tier
      REMIC 4 

    


    The
      following table specifies the designation, interest rate, and initial principal
      amount, and Corresponding Class of Certificates for each Lower-Tier 1-3 Regular
      Interest:

    


    
      	
              Designation

            	
              Interest
                Rate

            	
              Initial
                Principal

              Amount

            	
              Corresponding
                Class of

              Certificates

            
	
              LT-4A-1

            	
              (1)

            	
              $37,314,100

            	
              Class
                4A-1, Class 4A-R

            
	
              LT-4B-1

            	
              (1)

            	
              $6,005,000

            	
              Class
                4B-1

            
	
              LT-4B-2

            	
              (1)

            	
              $2,170,000

            	
              Class
                4B-2

            
	
              LT-4B-3

            	
              (1)

            	
              $1,150,000

            	
              Class
                4B-3

            
	
              LT-4B-4

            	
              (1)

            	
              $1,460,000

            	
              Class
                4B-4

            
	
              LT-
                4B-5

            	
              (1)

            	
              $1,430,000

            	
              Class
                4B-5

            
	
              LT-
                4B-6

            	
              (1)

            	
              $1,586,014

            	
              Class
                4B-6

            
	
              LT-R
                4

            	
              (2)

            	
              (2)

            	
              N/A

            


    

    


    
      	
              (1)

            	
              The
                interest rate for any Distribution Date (and the related Accrual
                Period)
                for each of these Lower-Tier 4 Regular Interests will be a per annum
                rate
                equal to the Net WAC for Loan Group 4 (adjusted to account for any
                applicable Net Interest Shortfalls).


            


    

    


    
      	
              (2)

            	
              The
                LT-R 4 Interest is the sole residual interest in Lower-Tier REMIC
                4. It
                does not have a principal amount or an interest rate.
                

            


    

    


    On
      each
      Distribution Date, Group 4 Available Funds will be distributed as interest
      on
      the Lower-Tier 4 Regular Interests at the interest rates described above. Any
      remaining amounts will be distributed, and Realized Losses and Net Deferred
      Interest, shall be allocated, with respect to the Lower-Tier 4 Regular Interests
      until the principal amount of each such Lower -Tier 4 Regular Interest equals
      the amount that will be the Class Certificate Principal Balance of the
      Corresponding Class of Certificates immediately after taking into account all
      distributions on such Distribution Date.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    Upper
      Tier REMIC 4

    


    The
      following table sets forth (or describes) the Class designation, the Original
      Class Certificate Principal Balance (or, in the case of the Interest-Only
      Certificates, the Original Class Certificate Notional Balance) for each Class
      of
      Group 4 Certificates constituting interests in the Trust Fund hereunder, each
      of
      which, except for the Class 4A-R Certificate, is hereby designated a REMIC
      regular interest in Upper Tier REMIC 4 for purposes of the REMIC
      Provisions:

    


    
      	
              Class

            	
              Original
                Class Certificate 

              Principal
                Balance 

              or
                Original Class 

              Certificate
                Notional Balance

            	
              Pass-Through

              Rate

            
	
              Class
                4A-1

            	
              $37,314,000

            	
              (1)

            
	
              Class
                4A-R

            	
              $100.00

            	
              (1)

            
	
              Class
                4-AX

            	
              $37,314,000
                

              (Notional
                Balance) (2)

            	
              (1)

            
	
              Class
                4B-1

            	
              $6,005,000

            	
              (1)

            
	
              Class
                4B-2

            	
              $2,170,000

            	
              (1)

            
	
              Class
                4B-3

            	
              $1,150,000

            	
              (1)

            
	
              Class
                4B-4

            	
              $1,460,000

            	
              (1)

            
	
              Class
                4B-5

            	
              $1,430,000

            	
              (1)

            
	
              Class
                4B-6

            	
              $1,586,014

            	
              (1)

            


    

    ____________

    


    
      	 	
              (1)

            	
              Calculated
                pursuant to the definition of “Pass-Through
                Rate.”

            


    

    


    
      	 	
              (2)

            	
              Up
                to and including the Distribution Date in October 2012, for each
                Distribution Date the Class 4-AX Certificates shall have a Class
                Certificate Notional Balance equal to the Class Certificate Principal
                Balance of the Class 4A-1 Certificates as of the beginning of the
                related
                Accrual Period. Thereafter, the Class Certificate Notional Balance
                of the
                Class 4-AX Certificates shall equal
                zero.

            


    

    


    ARTICLE
      I

    


    DEFINITIONS;
      DECLARATION OF TRUST

    


    SECTION
      1.01. Defined
      Terms.

    


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

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


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

    


    “Account”:
      The
      Distribution Account and each Servicing Account, as the context
      requires.

    


    “Accrual
      Period”:
      With
      respect to each Distribution Date and any Class of Certificates (other than
      the
      Class 4A-R Certificates) and any Class of Lower-Tier 1-3 Regular Interests,
      any
      Lower-Tier 4 Regular Interest, and any Middle-Tier 1-3 Regular Interest, the
      calendar month prior to the month of such Distribution Date. Interest will
      be
      calculated based upon a 360-day year consisting of twelve 30-day months in
      each
      Accrual Period.

    


    “Accrued
      Interest Amount”:
      For
      any Distribution Date and for any Undercollateralized Groups in the case of
      the
      Group 1 Certificates, Group 2 Certificates and Group 3 Certificates (other
      than
      any Interest Only Certificate), an amount equal to one month’s interest on the
      applicable Principal Deficiency Amount at the Net WAC of the applicable Loan
      Group, plus
      any
      interest accrued on such Undercollateralized Group remaining unpaid from prior
      Distribution Dates.

    


    “Additional
      Collateral”:
      With
      respect to any Additional Collateral Mortgage Loan, the marketable securities
      or
      other assets subject to a security interest pursuant to the related pledge
      agreement.

    


    “Additional
      Collateral Mortgage Loan”:
      Each
      Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which
      Additional Collateral is then required to be provided as security
      therefor.

    


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

    


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

    


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

    


    “Adjustable
      Rate Mortgage Loans”:
      The
      Mortgage Loans identified as such and as set forth on Schedule I
      hereto.

    


    “Adjusted
      Pass-Through Rate”:
      For any
      Distribution Date and any Class of Group 4 Certificates, other than the Class
      4A-R Certificate and the Class 4-AX Certificates, the excess of (i) the
      applicable Pass-Through Rate for such Class for such Distribution Date over
      (ii)
      the quotient of (a) the product of (I) the Net Deferred Interest, if any, for
      such Distribution Date multiplied by (II) 12, divided by (b) the Group 4 Balance
      for such Distribution Date.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


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

    


    “Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the Master Servicer
      (including the Trustee in its capacity as successor Master Servicer) in respect
      of any Distribution Date pursuant to Section 5.05.

    


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

    


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

    


    “Aggregate
      Subordinate Percentage”:
      As to
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the aggregate of the Class Certificate Principal Balances of the
      Subordinate Certificates and the denominator of which is the Group 1-3 Balance
      for such Distribution Date.

    


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

    


    “Applicable
      Credit Support Percentage”:
      With
      respect to the Subordinate Certificates, as defined in Section
      5.01(e).

    


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

    


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

    


    “Available
      Funds”:
      As to
      any Distribution Date and the Mortgage Loans in Loan Group 1, Loan Group 2
      or
      Loan Group 3, an amount equal to (i) the sum, without duplication, of
      (a) the aggregate of the related Monthly Payments received on or prior to
      the related Determination Date (excluding Monthly Payments due in future Due
      Periods but received by the related Determination Date) in respect of the
      Mortgage Loans in that Loan Group, (b) Net Liquidation Proceeds, Insurance
      Proceeds, Principal Prepayments (but not including Prepayment Penalty Amounts),
      Recoveries and other unscheduled recoveries of principal and interest in respect
      of the Mortgage Loans in that Loan Group received during the related Prepayment
      Period, (c) the aggregate of any amounts received in respect of related REO
      Properties for such Distribution Date, (d) the aggregate of any amounts of
      Interest Shortfalls (excluding for such purpose all shortfalls as a result
      of
      Relief Act Reductions) paid by the Servicers pursuant to the related Servicing
      Agreements and Compensating Interest Payments deposited in the Distribution
      Account for such Distribution Date in respect of the Mortgage Loans in that
      Loan
      Group, (e) the aggregate of the Purchase Prices, Substitution Adjustments
      and amounts collected for purchases pursuant to Sections 2.03 or 3.25 deposited
      in the Distribution Account during the related Prepayment Period in respect
      of
      the Mortgage Loans in that Loan Group, (f) the aggregate of any Advances
      made by the Servicers and the Master Servicer for such Distribution Date in
      respect of the Mortgage Loans in that Loan Group, (g) the aggregate of any
      Advances made by the Trustee (as successor Master Servicer) for such
      Distribution Date pursuant to Section 7.02 hereof in respect of the Mortgage
      Loans in that Loan Group and (h) the Termination Price allocated to such
      Loan Group on the Distribution Date on which the Trust is terminated;
minus
      (ii) the sum of (w) the Expense Fees for such Distribution Date in
      respect of the Mortgage Loans in that Loan Group, (x) amounts in reimbursement
      for Advances previously made in respect of the Mortgage Loans in that Loan
      Group
      and other amounts as to which the Servicers, the Trustee, the Securities
      Administrator and the Master Servicer are entitled to be reimbursed pursuant
      to
      Section 4.03, (y) the amount payable from funds of the Trust to the Trustee,
      the
      Master Servicer, the Custodian or the Securities Administrator pursuant to
      Section 8.05, Section 3.30 and Section 3.31(c) in respect of Mortgage Loans
      in
      that Loan Group or if not related to a Mortgage Loan, allocated to each Loan
      Group on a pro
      rata
      basis
      and (z) amounts deposited in the Distribution Account in error, in respect
      of
      Mortgage Loans in that Loan Group, in each case without
      duplication.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


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

    


    “Base
      Value”:
      With
      respect to any Mortgage Loan for which Additional Collateral has been pledged,
      the value of the Additional Collateral as determined with respect to that
      Mortgage Loan in accordance with the applicable underwriting
      guidelines.

    


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

    


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

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    “Cenlar”:
      Cenlar
      FSB in its capacity as Sub-Servicer of the Mortgage Loans.

    


    “Certificate”:
      Any
      Regular Certificate or Residual Certificate.

    


    “Certificate
      Group”:
      Any of
      Certificate Group 1, Certificate Group 2, Certificate Group 3 or Certificate
      Group 4, as the context requires.

    


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

    


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

    


    “Certificate
      Group 3”:
      At any
      time, the Group 3 Certificates.

    


    “Certificate
      Group 4”:
      At any
      time, the Group 4 Certificates.

    


    “Certificate
      Notional Balance”:
      With
      respect to each Certificate of a given Class of Interest-Only Certificates
      and
      any date of determination, the product of (i) the Class Certificate Notional
      Balance of such Class and (ii) the applicable Percentage Interest of such
      Certificate..

    


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

    


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

    


    “Certificate
      Register”
and
      “Certificate
      Registrar”:
      The
      register maintained and registrar appointed pursuant to Section 6.02
      hereof.

    


    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or non-U.S. Person shall not be a Holder
      of a Residual Certificate for any purpose hereof.

    


    “Certification
      Parties”:
      As
      defined in Section 3.18.

    


    “Certifying
      Person”:
      As
      defined in Section 3.18.

    


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

    


    “Class
      1A-1 Certificate”:
      Any of
      the Class 1A-1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    
      
        
          
          

        

        
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    “Class
      1A-2 Certificate”:
      Any of
      the Class 1A-2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      1-AX Certificate”:
      Any of
      the Class 1-AX Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      2A-1 Certificate”:
      Any of
      the Class 2A-1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      2-AX Certificate”:
      Any of
      the Class 2-AX Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      3A-1 Certificate”:
      Any of
      the Class 3A-1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      3A-2 Certificate”:
      Any of
      the Class 3A-2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      3A-3 Certificate”:
      Any of
      the Class 3A-3 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      3A-4 Certificate”:
      Any of
      the Class 3A-4 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    “Class
      3-AX1 Certificate”:
      Any of
      the Class 3-AX1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      3-AX2 Certificate”:
      Any of
      the Class 3-AX2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4A-1 Certificate”:
      Any of
      the Class 4A-1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4A-R Certificate”:
      The
      Class 4A-R Certificate as designated on the face thereof, executed by the
      Securities Administrator, and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-2, evidencing
      the ownership of “residual interests” in Upper Tier REMIC 4 created hereunder as
      well as ownership of the Class LT-R-4 Interest and representing the right to
      distributions as set forth herein.

    


    “Class
      4-AX Certificate”:
      Any of
      the Class 4-AX Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder
      and representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4B-1 Certificate”:
      Any of
      the Class 4B-1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4B-2 Certificate”:
      Any of
      the Class 4B-2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4B-3 Certificate”:
      Any of
      the Class 4B-3 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    “Class
      4B-4 Certificate”:
      Any of
      the Class 4B-4 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4B-5 Certificate”:
      Any of
      the Class 4B-5 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      4B-6 Certificate”:
      Any of
      the Class 4B-6 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 4 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      A-R Certificate”:
      The
      Class A-R Certificate as designated on the face thereof, executed by the
      Securities Administrator, and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing
      the ownership of “residual interests” in Upper Tier REMIC 1-3 created hereunder
      as well as ownership of the Class LT-R 1-3 and Class MT-R 1-3 Interests and
      representing the right to distributions as set forth herein.

    


    “Class
      B-1 Certificate”:
      Any of
      the Class B-1 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      B-2 Certificate”:
      Any of
      the Class B-2 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      B-3 Certificate”:
      Any of
      the Class B-3 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      B-4 Certificate”:
      Any of
      the Class B-4 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    
      
        
          
          

        

        
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    “Class
      B-5 Certificate”:
      Any of
      the Class B-5 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      B-6 Certificate”:
      Any of
      the Class B-6 Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D, evidencing
      the
      ownership of a “regular interest” in Upper Tier REMIC 1-3 created hereunder and
      representing the right to distributions as set forth herein and
      therein.

    


    “Class
      Certificate Notional Balance”:
      With
      respect to the Class 1-AX Certificate and any Distribution Date up to and
      including the Distribution Date in September 2012, the Class Certificate
      Principal Balance of the Class 1A-1 Certificates before such Distribution Date;
      for any Distribution Date thereafter, zero. With respect to the Class 2-AX
      Certificate and any Distribution Date up to and including the Distribution
      Date
      in August 2014, the Class Certificate Principal Balance of the Class 2A-1
      Certificates before such Distribution Date; for any Distribution Date
      thereafter, zero. With respect to the Class 3-AX1 Certificate and any
      Distribution Date up to and including the Distribution Date in September 2017,
      the Class Certificate Principal Balance of the Class 3A-1 Certificates before
      such Distribution Date; for any Distribution Date thereafter, zero. With respect
      to the Class 3-AX2 Certificate and any Distribution Date up to and including
      the
      Distribution Date in September 2017, the Class Certificate Principal Balance
      of
      the Class 3A-2 Certificates before such Distribution Date; for any Distribution
      Date thereafter, zero. With respect to the Class 4-AX Certificate and any
      Distribution Date up to and including the Distribution Date in October 2012,
      the
      Class Certificate Principal Balance of the Class 4A-1 Certificates before such
      Distribution Date; for any Distribution Date thereafter, zero. 

    


    “Class
      Certificate Principal Balance”:
      As to
      any Distribution Date, with respect to any Class of Certificates (other than
      the
      Interest-Only Certificates), the Original Class Certificate Principal Balance
      as
      reduced by the sum of (x) all amounts actually distributed in respect of
      principal of that Class on all prior Distribution Dates, (y) all Realized
      Losses, if any, actually allocated to that Class on all prior Distribution
      Dates
      and (z) in the case of the Subordinate Certificates and the Group 4 Subordinate
      Certificates, any applicable Writedown Amount; provided,
      however,
      that (i)
      pursuant to Section 5.02(c), the Class Principal Balance of any Class of Group
      4
      Certificates or Group 4 Subordinate Certificates shall be increased by the
      amount of Net Deferred Interest allocated to such Class of Certificates on
      such
      Distribution Date and (ii) pursuant to Section 5.10, the Class Certificate
      Principal Balance of a Class of Certificates may be increased up to the amount
      of Realized Losses previously allocated to such Class, in the event that there
      is a Recovery on a Mortgage Loan, and the Certificate Principal Balance of
      any
      individual Certificate of such Class shall be increased by its pro
      rata
      share of
      the increase to such Class.

    


    “Class
      LT-R 1-3 Interest”:
      As
      described in the Preliminary Statement.

    


    “Class
      LT-R 4 Interest”:
      As
      described in the Preliminary Statement.

    


    
      
        
          
          

        

        
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    “Class
      MT-R 1-3 Interest”:
      As
      described in the Preliminary Statement.

    


    “Class
      Subordination Percentage”:
      With
      respect to each Class of Subordinate Certificates and any Distribution Date,
      the
      percentage equivalent of a fraction the numerator of which is the Class
      Certificate Principal Balance of such Class immediately before such Distribution
      Date and the denominator of which is the aggregate of the Class Certificate
      Principal Balances of all Classes of Group 1 Certificates, Group 2 Certificates,
      Group 3 Certificates and Subordinate Certificates immediately before such
      Distribution Date.

    


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

    


    “Closing
      Date”:
      October 30, 2007.

    


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

    


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

    


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

    


    “Converted
      Mortgage Loan”:
      Any
      Mortgage Loan as to which the Mortgagor thereunder has exercised its right
      under
      the related Mortgage Note to convert the adjustable Loan Rate thereon to a
      fixed
      Loan Rate. 

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at 135 South LaSalle Street, Suite 1511, Chicago,
      IL 60603, Attention: Global Securities and Trust Services, Thornburg 2007-5,
      or
      at such other address as the Trustee may designate from time to time by notice
      to the Certificateholders, the Depositor and the Seller. With respect to the
      Securities Administrator and the Certificate Registrar and (i) presentment
      of
      Certificates for registration of transfer, exchange or final payment, Wells
      Fargo Bank, National Association, Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services, Thornburg
      Mortgage Securities Trust 2007-5, and (ii) for all other purposes, P.O. Box
      98,
      Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road,
      Columbia, Maryland 21045), Attention: Client Services Manager, Thornburg
      Mortgage Securities Trust 2007-5.

    


    “Correspondent
      Sellers Guide”:
      The
      Seller’s Correspondent Sellers Guide, revised July 23, 2007, effective July 30,
      2007 and as revised and/or amended from time to time.

    


    “Corresponding
      Class”:
      With
      respect to each Middle-Tier 1-3 Regular Interest, Lower-Tier 4 Regular
      Interest or Lower-Tier 1-3 Regular Interest, the Class or Classes of Certificate
      corresponding to such Class as set forth in the Preliminary
      Statement.

    


    “Custodian”:
      LaSalle Bank National Association, and its successors acting as custodian of
      the
      Mortgage Files.

    


    “Cut-Off
      Date”:
      With
      respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan,
      the Close of Business in New York City on October 1, 2007. With respect to
      any
      Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage
      Loan Schedule (as amended).

    


    “Cut-Off
      Date Aggregate Principal Balance”:
      The
      aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in each
      Loan Group.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


    “Depositor”:
      Credit
      Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or any
      successor in interest.

    


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

    


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

    


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

    


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

    


    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section 4.02 hereof which shall be entitled “Distribution Account,
      Wells Fargo Bank, N.A., as Securities Administrator for LaSalle Bank National
      Association, as Trustee, in trust for the registered Holders of Thornburg
      Mortgage Securities Trust 2007-5, Mortgage Pass-Through Certificates, Series
      2007-5” and which must be an Eligible Account.

    


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

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    “Distribution
      Date”:
      The
      25th day of the month, or, if such day is not a Business Day, the next Business
      Day commencing in November 2007.

    


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

    


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

    


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

    


    “Eligible
      Account”:
      Any of


    


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

    


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

    


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

    


    “Employee
      Loan”:
      Any
      Mortgage Loan identified as such in the Mortgage Loan Schedule and which was
      originated by the Seller, which provides for an increase in the Loan Rate
      thereof in the event of the change of employment of the Mortgagor
      thereunder.

    


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

    


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

    


    “ERISA-Restricted
      Certificates”:
      (i)
      Any Residual Certificate, (ii) any Class B-4, Class B-5, Class B-6, Class 4-B4,
      Class 4-B5 or Class 4-B6 Certificate and (iii) any Certificate that does not
      satisfy the applicable rating requirement under the Underwriter’s
      Exemption.

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


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

    


    “Expense
      Fee”:
      With
      respect to any Mortgage Loan, the sum of (w) the Retained Interest, if any,
      (x)
      the Master Servicing Fee and (y) the related Servicing Fee with respect to
      the
      related Servicer.

    


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

    


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

    


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

    


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

    


    “Fitch”:
      Fitch,
      Inc.

    


    “Five-Year
      Hybrid Mortgage Loans”:
      The
      Mortgage Loans identified as such and as set forth on Schedule II
      hereto.

    


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

    


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

    


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

    


    “Group
      1 Certificates”:
      Collectively, the Class 1A-1 Certificates, Class 1A-2 Certificates, Class 1-AX
      Certificates and Class A-R Certificates.

    


    “Group
      1 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    “Group
      1-3 Balance”:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances, as of
      the
      Close of Business on the first day of the related Due Period, of the Mortgage
      Loans in Loan Group 1, Loan Group 2 and Loan Group 3 that were Outstanding
      Mortgage Loans on that date.

    


    “Group
      1-3 Final Scheduled Distribution Date”:
      As
      indicated on the face of each Group 1 Certificate, Group 2 Certificate, Group
      3
      Certificate and Subordinate Certificate, December 2037.

    


    “Group
      1-3 Latest
      Possible Maturity Date”:
      As
      determined as of the Cut-Off Date, the Distribution Date following the fifth
      anniversary of the scheduled maturity date in Loan Group 1, Loan Group 2 or
      Loan
      Group 3 of the Mortgage Loan having the latest scheduled maturity date as of
      the
      Cut-Off Date.

    


    “Group
      1-3 Memorandum”:
      The
      confidential private placement memorandum dated October 30, 2007 relating to
      the
      private placement of the Class 1A-2, Class 1-AX, Class 2-AX, Class 3A-3, Class
      3A-4, Class 3-AX1, Class 3-AX2 and the Subordinate Certificates.

    


    “Group
      1-3 Termination Price”:
      As
      defined in Section 10.01(c) hereof.

    


    “Group
      2 Certificates”:
      Collectively, the Class 2A-1 Certificates and the Class 2-AX
      Certificates.

    


    “Group
      2 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

    


    “Group
      3 Certificates”:
      Collectively, the Class 3A-1 Certificates, Class 3A-2 Certificates, Class 3A-3
      Certificates, , Class 3A-4 Certificates, Class 3-AX1 Certificates and Class
      3-AX2 Certificates..

    


    “Group
      3 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

    


    “Group
      4 Aggregate Subordinate Percentage”:
      As to
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the aggregate of the Class Certificate Principal Balances of the Group
      4 Subordinate Certificates and the denominator of which is the Group 4 Balance
      for such Distribution Date.

    


    “Group
      4 Applicable Credit Support Percentage”:
      With
      respect to the Group 4 Subordinate Certificates, as defined in Section
      5.02(e).

    


    “Group
      4 Available
      Funds”:
      As to
      any Distribution Date and Group 4 Mortgage Loans, an amount equal to
      (i) the sum, without duplication, of (a) the aggregate of the Monthly
      Payments received on or prior to the related Determination Date (excluding
      Monthly Payments due in future Due Periods but received by the related
      Determination Date) in respect of the Group 4 Mortgage Loans, (b) Net
      Liquidation Proceeds, Insurance Proceeds, Principal Prepayments (but not
      including Prepayment Penalty Amounts), Recoveries and other unscheduled
      recoveries of principal and interest in respect of the Group 4 Mortgage Loans
      received during the related Prepayment Period, (c) the aggregate of any amounts
      received in respect of REO Properties for such Distribution Date in respect
      of
      the Group 4 Mortgage Loans, (d) the aggregate of any amounts of Interest
      Shortfalls (excluding for such purpose all shortfalls as a result of Relief
      Act
      Reductions) paid by the Servicers pursuant to the related Servicing Agreements
      and Compensating Interest Payments deposited in the Distribution Account for
      such Distribution Date in respect of the Group 4 Mortgage Loans, (e) the
      aggregate of the Purchase Prices, Substitution Adjustments and amounts collected
      for purchases pursuant to Sections 2.03 or 3.25 deposited in the Distribution
      Account during the related Prepayment Period in respect of the Group 4 Mortgage
      Loans, (f) the aggregate of any Advances made by the Servicers and the
      Master Servicer for such Distribution Date in respect of the Group 4 Mortgage
      Loans, (g) the aggregate of any Advances made by the Trustee (as successor
      Master Servicer) for such Distribution Date pursuant to Section 7.02 hereof
      in
      respect of the Group 4 Mortgage Loans and (h) the Group 4 Termination Price
      on the Distribution Date on which the Trust is terminated; minus
      (ii) the sum of (i) the Expense Fees for such Distribution Date in
      respect of the Group 4 Mortgage Loans, (ii) amounts in reimbursement for
      Advances previously made in respect of the Group 4 Mortgage Loans and other
      amounts as to which the Servicers, the Trustee, the Securities Administrator
      and
      the Master Servicer are entitled to be reimbursed pursuant to Section 4.03,
      (iii) the amount payable from funds of the Trust to the Trustee, the Master
      Servicer, the Custodian or the Securities Administrator pursuant to Section
      8.05, Section 3.30 and Section 3.31(c) in respect of Group 4 Mortgage Loans
      and
      (iv) amounts deposited in the Distribution Account, as the case may be, in
      error, in respect of Group 4 Mortgage Loans, in each case without
      duplication.

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    “Group
      4 Balance”:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances, as of
      the
      Close of Business on the first day of the related Due Period, of the Group
      4
      Mortgage Loans that were Outstanding Mortgage Loans on that day.

    


    “Group
      4 Certificates”:
      Collectively, the Class 4A-1 Certificates, Class 4A-R Certificates, Class 4-AX
      Certificates and the Group 4 Subordinate Certificates.

    


    “Group
      4 Class
      Subordination Percentage”:
      With
      respect to each Class of Group 4 Subordinate Certificates and any Distribution
      Date, the percentage equivalent of a fraction the numerator of which is the
      Class Certificate Principal Balance of such Class immediately before such
      Distribution Date and the denominator of which is the aggregate of the Class
      Certificate Principal Balances of all Classes of Group 4 Certificates
      immediately before such Distribution Date.

    


    “Group
      4 Final
      Scheduled Distribution Date”:
      As
      indicated on the face of each Group 4 Certificate, October 2047.

    


    “Group
      4 Latest
      Possible Maturity Date”:
      As
      determined as of the Cut-Off Date, the Distribution Date following the fifth
      anniversary of the scheduled maturity date of the Group 4 Mortgage Loan having
      the latest scheduled maturity date as of the Cut-Off Date.

    


    “Group
      4 Memorandum”:
      The
      confidential private placement memorandum dated October 30, 2007 relating to
      the
      private placement of the Group 4 Certificates.

    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    “Group
      4 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

    


    “Group
      4 Original
      Applicable Credit Support Percentage”:
      With
      respect to each Class of Group 4 Subordinate Certificates, the corresponding
      percentage set forth below opposite its Class designation:

    


    
      	
              Class
                4B-1

            	
              27.00%

            
	
              Class
                4B-2

            	
              15.25%

            
	
              Class
                4B-3

            	
              11.01%

            
	
              Class
                4B-4

            	
              8.76%

            
	
              Class
                4B-5

            	
              5.90%

            
	
              Class
                4B-6

            	
              3.10%

            


    

    


    “Group
      4 Original
      Subordinated Principal Balance”:
      The
      aggregate of the Original Class Certificate Principal Balances of the Group
      4
      Subordinate Certificates.

    


    “Group
      4 Principal
      Distribution Amount”:
      With
      respect to any Distribution Date, the sum of (a) each scheduled payment of
      principal collected or advanced on the Group 4 Mortgage Loans by the related
      Servicer or the Master Servicer in respect of the related Due Period,
      (b) that portion of the Purchase Price, representing principal of any
      repurchased or purchased Group 4 Mortgage Loan, deposited to the Distribution
      Account during the related Prepayment Period, (c) the principal portion of
      any related Substitution Adjustments deposited in the Distribution Account
      during the related Prepayment Period with respect to any Group 4 Mortgage Loan,
      (d) the principal portion of all Insurance Proceeds received during the
      related Prepayment Period with respect to Mortgage Loans that are not yet
      Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation
      Proceeds received during the related Prepayment Period with respect to
      Liquidated Mortgage Loans (other than Recoveries) in Loan Group 4, (f) all
      Principal Prepayments (net of Deferred Interest) in part or in full on Group
      4
      Mortgage Loans applied by the Servicers or the Master Servicer during the
      related Prepayment Period, (g) all Recoveries received during the related
      Prepayment Period with respect to Group 4 Mortgage Loans and (h) on the
      Distribution Date on which the Trust is to be terminated in respect of the
      Group
      4 Mortgage Loans pursuant to Section 10.01(b) hereof, the Group 4 Termination
      Price in respect of principal.

    


    “Group
      4 Pro
      Rata
      Share”:
      As to
      any Distribution Date and any Class of Group 4 Subordinate Certificates, the
      portion of the Group 4 Subordinate Principal Distribution Amount allocable
      to
      such Class, equal to the product of the (a) Group 4 Subordinate Principal
      Distribution Amount on such date and (b) a fraction, the numerator of which
      is
      the related Class Principal Balance of that Class and the denominator of which
      is the aggregate of the Class Principal Balances of all the Classes of Group
      4
      Subordinate Certificates.

    


    “Group
      4 Restricted
      Classes”:
      As
      defined in Section 5.02(e).

    


    “Group
      4 Senior
      Credit Support Depletion Date”:
      The
      date on which the Class Principal Balance of each Class of Group 4 Subordinate
      Certificates has been reduced to zero.

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    “Group
      4 Senior Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction the
      numerator of which is the Class Principal Balance of the Class 4A-1 Certificates
      immediately prior to such Distribution Date and the denominator of which is
      the
      Group 4 Balance for such Distribution Date. 

    


    “Group
      4 Senior Prepayment Percentage”:
      With
      respect to any Distribution Date before November 2014, 100%. Except as provided
      herein, the Group 4 Senior Prepayment Percentage for any Distribution Date
      occurring on or after November 2014 will be as follows: (i) from November
      2014 through October 2015, the Group 4 Senior Percentage plus
      70% of
      the Group 4 Subordinate Percentage for such Distribution Date; (ii) from
      November 2015 through October 2016, the Group 4 Senior Percentage plus
      60% of
      the Group 4 Subordinate Percentage for such Distribution Date; (iii) from
      November 2016 through October 2017, the Group 4 Senior Percentage plus
      40% of
      the Group 4 Subordinate Percentage for such Distribution Date; (iv) from
      November 2017 through
      October 2018, the Group 4 Senior Percentage plus
      20% of
      the Group 4 Subordinate Percentage for such Distribution Date; and (v) from
      and after November 2018, the Group 4 Senior Percentage for such Distribution
      Date; provided,
      however, that
      there shall be no reduction in the Group 4 Senior Prepayment Percentage on
      a
      Distribution Date, unless the Group 4 Step Down Conditions are satisfied with
      respect to such Distribution Date; and provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in November
      2010, the Group 4 Senior Percentage exceeds the initial Group 4 Senior
      Percentage, the Group 4 Senior Prepayment Percentage for such Distribution
      Date
      will again equal 100%. 

    


    Notwithstanding
      the above, (i) if on any Distribution Date prior to November 2010 the Group
      4
      Two Times Test is satisfied, the Group 4 Senior Prepayment Percentage will
      equal
      the Group 4 Senior Percentage for such Distribution Date plus
      50% of
      an amount equal to 100% minus
      the
      Group 4 Senior Percentage for such Distribution Date and (ii) if
      on any
      Distribution Date in or after November 2010 the Group 4 Two Times Test is
      satisfied, the Group 4 Senior Prepayment Percentage will equal the Group 4
      Senior Percentage for such Distribution Date.

    


    “Group
      4 Senior
      Principal Distribution Amount”:
      With
      respect to any Distribution Date, the sum of: 

    


    (1) the
      Group
      4 Senior Percentage of all amounts described in clauses (a) through (d) of
      the
      definition of “Group 4 Principal Distribution Amount” for such Distribution
      Date;

    


    (2) with
      respect to each Group 4 Mortgage Loan which became a Liquidated Mortgage Loan
      during the related Prepayment Period, the lesser of

    


    
      	 	
              (x)

            	
              the
                Group 4 Senior Percentage of the Stated Principal Balance of that
                Group 4
                Mortgage Loan; and

            


    

    


    
      	 	
              (y)

            	
              the
                Group 4 Senior Prepayment Percentage of the amount of the Net Liquidation
                Proceeds allocable to principal received with respect to that Group
                4
                Mortgage Loan; and

            


    

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    (3) the
      Group
      4 Senior Prepayment Percentage of the amounts described in clause (f) of the
      definition of “Group 4 Principal Distribution Amount.”

    


    “Group
      4 Step
      Down Conditions”:
      As of
      any Distribution Date on which any decrease in any Group 4 Senior Prepayment
      Percentage may apply, (i) the outstanding Principal Balance of all Group 4
      Mortgage Loans 60 days or more Delinquent (including for this purpose Group
      4
      Mortgage Loans in foreclosure, any related REO Property and any Group 4 Mortgage
      Loan which has been subject to a modification of terms made between Cenlar
      and
      the Mortgagor in connection with a loss mitigation strategy in the last twelve
      months), averaged over the preceding six month period, as a percentage of the
      aggregate of the Class Certificate Principal Balances of the Group 4 Subordinate
      Certificates on such Distribution Date, does not equal or exceed 50% and
      (ii) cumulative Realized Losses (including for this purpose the amount of
      principal or interest which has been forgiven in connection with a modification
      of terms of a Group 4 Mortgage Loan made between Cenlar and the Mortgagor as
      part of a loss mitigation strategy in the related Due Period) with respect
      to
      all of the Group 4 Mortgage Loans do not exceed:

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the seventh anniversary until the
                eighth
                anniversary of the first Distribution Date, 30% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eighth anniversary until the
                ninth
                anniversary of the first Distribution Date, 35% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the ninth anniversary until the
                tenth
                anniversary of the first Distribution Date, 40% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the tenth anniversary until the
                eleventh
                anniversary of the first Distribution Date, 45% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date, and

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eleventh anniversary of the
                first
                Distribution Date, 50% of the aggregate Class Certificate Principal
                Balance of the Subordinate Certificates as of the Closing
                Date.

            


    

    


    “Group
      4 Subordinate Certificate Pass-Through Rate”:
      With
      respect to each class of Group 4 Subordinate Certificates and any Distribute
      Date, the per annum rate equal to the Net WAC of Loan Group 4.

    


    “Group
      4 Subordinate Certificates”:
      Collectively, the Class 4B-1 Certificates, Class 4-B2 Certificates, Class 4-B3
      Certificates, Class 4-B4 Certificates, Class 4-B5 Certificates and Class 4-B6
      Certificates.

    


    “Group
      4 Subordinate
      Percentage”:
      With
      respect to any Distribution Date, the difference between 100% and the Group
      4
      Senior Percentage for such Distribution Date.

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    “Group
      4 Subordinate Prepayment Percentage”:
      With
      respect to any Distribution Date, the difference between 100% and the Group
      4
      Senior Prepayment Percentage for such Distribution Date.

    


    “Group
      4 Subordinate Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the sum of:

    


    (1) 
      the
      Group 4 Subordinate Percentage of all amounts described in clauses (a) through
      (d) of the definition of “Group 4 Principal Distribution Amount” for such
      Distribution Date;

    


    (2) with
      respect to each Group 4 Mortgage Loan that became a Liquidated Mortgage Loan
      during the related Prepayment Period, the amount of the Net Liquidation Proceeds
      allocated to principal received with respect thereto remaining after application
      thereof pursuant to clause (2) of the definition of “Group 4 Senior Principal
      Distribution Amount” for such Distribution Date, up to the Group 4 Subordinate
      Percentage of the Stated Principal Balance of such Mortgage Loan;
      and

    


    (3) the
      Group
      4 Subordinate Prepayment Percentage of all amounts described in clause (f)
      of
      the definition of “Group 4 Principal Distribution Amount” for such Distribution
      Date;

    


    “Group
      4 Termination
      Price”:
      As
      defined in Section 10.01(d).

    


    “Group
      4 Two
      Times Test”:
      As to
      any Distribution Date, a test that will be satisfied if all of the following
      conditions are satisfied: (i) the Group 4 Aggregate Subordinate Percentage
      is at
      least two times the Group 4 Aggregate Subordinate Percentage as of the Closing
      Date; (ii) the aggregate of the Principal Balances of all Group 4 Mortgage
      Loans
      Delinquent 60 days or more (including for this purpose any Group 4 Mortgage
      Loan
      in foreclosure, any REO Property and any Group 4 Mortgage Loan which has been
      subject to a modification of terms made between Cenlar and the Mortgagor in
      connection with a loss mitigation strategy in the last twelve months), averaged
      over the preceding six-month period, as a percentage of the aggregate of the
      Class Certificate Principal Balances of the Group 4 Subordinate Certificates,
      does not equal or exceed 50%; and (iii) on or after the Distribution Date in
      November 2010, cumulative Realized Losses (including for this purpose the amount
      of principal or interest with respect to a Group 4 Mortgage Loan which has
      been
      forgiven in connection with a modification of terms of a Group 4 Mortgage Loan
      made between Cenlar and the Mortgagor as part of a loss mitigation strategy
      in
      the related Due Period) do not exceed 30% of the Group 4 Original Subordinated
      Principal Balance, or prior to the Distribution Date in November 2010,
      cumulative Realized Losses do not exceed 20% of the Group 4 Original
      Subordinated Principal Balance.

    


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

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


    “Initial
      Certificate Notional Balance”:
      With
      respect to any Interest-Only Certificates, the amount designated “Initial
      Certificates Notional Balance” on the face thereof.

    


    “Initial
      Certificate Principal Balance”:
      With
      respect to any Certificate other than the Interest-Only Certificates, the amount
      designated “Initial Certificate Principal Balance” on the face
      thereof.

    


    “Initial
      Loan Group 1 Balance”:
      $437,270,753.48.

    


    “Initial
      Loan Group 2 Balance”:
      $149,363,738.49.

    


    “Initial
      Loan Group 3 Balance”:
      $195,190,675.73.

    


    “Initial
      Loan Group 4 Balance”:
      $51,115,114.49.

    


    “Initial
      Purchaser”:
      Credit
      Suisse Securities (USA) LLC.

    


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

    


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

    


    “Interest-Only
      Certificates”:
      Any of
      the Class 1-AX, Class 2-AX, Class 3-AX1, Class 3-AX2 and Class 4-AX
      Certificates.

    


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

    


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

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


    “Item
      1122 Responsible Party”:
      As
      defined in Section 3.22.

    


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

    


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

    


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

    


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

    


    “Loan
      Group”:
      Any of
      Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4, as the context
      requires.

    


    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


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

    


    “Loan
      Group 3”:
      At any
      time, the Group 3 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

    


    “Loan
      Group 4”:
      At any
      time, the Group 4 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

    


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

    


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

    


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

    


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

    


    “Lower-Tier
      1-3 Regular Interest”:
      As
      described in the Preliminary Statement.

    


    “Lower
      Tier REMIC 1-3”:
      As
      described in the Preliminary Statement.

    


    “Lower
      Tier 4 Regular Interest”:
      As
      described in the Preliminary Statement.

    


    “Lower
      Tier REMIC 4”:
      As
      described in the Preliminary Statement.

    


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

    


    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

    


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

    


    “Master
      Servicing Fee”:
      As to
      any Distribution Date and each related Mortgage Loan, an amount equal to the
      product of the applicable Master Servicing Fee Rate and the outstanding
      Principal Balance of such Mortgage Loan as of the first day of the related
      Due
      Period. The Master Servicing Fee for any Mortgage Loan shall be payable in
      respect of any Distribution Date solely from the interest portion of the Monthly
      Payment or other payment or recovery with respect to such Mortgage
      Loan.

    


    “Master
      Servicing Fee Rate”:
      0.0150% per annum.

    


    “Master
      Servicing Guide”:
      Wells
      Fargo Conduit and Norwest Conduit Servicing Guide, dated January 1997, as
      amended through January 31, 2006. 

    


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

    


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

    


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

    


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

    


    “Middle
      Tier 1-3 Regular Interest”:
      As
      described in the Preliminary Statement.

    


    “Middle
      Tier REMIC 1-3”:
      As
      described in the Preliminary Statement.

    


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

    


    “Modifiable
      Mortgage Loan”:
      Any
      Mortgage Loan which, at the option of the Mortgagor and in accordance with
      the
      terms of the related Mortgage Note, may have the related Mortgage Rate modified
      to any adjustable rate or hybrid product offered at the time by the related
      originator.

    


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

    


    “Monthly
      Interest Distributable Amount”:
      With
      respect to each Class of Certificates (other than any Class of Group 4
      Certificates) and any Distribution Date, the amount of interest accrued during
      the related Accrual Period at the related Pass-Through Rate on the Class
      Certificate Principal Balance or Class Certificate Notional Balance, as
      applicable, of that Class immediately prior to such Distribution Date. With
      respect to each Class of Group 4 Certificates and any Distribution Date, the
      amount of interest accrued during the related Accrual Period at the related
      Pass-Through Rate, in the case of the Class 4-AX Certificate, and at the related
      Adjusted Pass-Through Rate, in the case of the Class 4A-1 Certificate and each
      Class of Group 4 Subordinate Certificates.

    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

    


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

    


    “Moody’s”:
      Not
      applicable.

    


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

    


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

    


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

    


    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of October 1, 2007, regarding the transfer of the Mortgage Loans by the Seller
      to or at the direction of the Depositor.

    


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

    


    
      	 	
              (i)

            	
              the
                Mortgage Loan identifying number;

            


    

    


    
      	 	
              (ii)

            	
              the
                Mortgagor’s name;

            


    

    


    
      	 	
              (iii)

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

            


    

    


    
      	 	
              (iv)

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

            


    

    


    
      	 	
              (v)

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

            


    

    


    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (vi)

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

            


    

    


    
      	 	
              (vii)

            	
              the
                original months to maturity;

            


    

    


    
      	 	
              (viii)

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

            


    

    


    
      	 	
              (ix)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

    


    
      	 	
              (x)

            	
              the
                value of any Additional Collateral at
                origination;

            


    

    


    
      	 	
              (xi)

            	
              the
                Loan-to-Collateral Value Ratio at
                origination;

            


    

    


    
      	 	
              (xii)

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

            


    

    


    
      	 	
              (xiii)

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

            


    

    


    
      	 	
              (xiv)

            	
              the
                stated maturity date;

            


    

    


    
      	 	
              (xv)

            	
              the
                Master Servicing Fee Rate and the Servicing Fee Rate, if
                any;

            


    

    


    
      	 	
              (xvi)

            	
              whether
                such loan is an Additional Collateral Mortgage Loan or an Employee
                Loan;

            


    

    


    
      	 	
              (xvii)

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

            


    

    


    
      	 	
              (xviii)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

    


    
      	 	
              (xix)

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

            


    

    


    
      	 	
              (xx)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

    


    
      	 	
              (xxi)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

    


    
      	 	
              (xxii)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

    


    
      	 	
              (xxiii)

            	
              the
                Value of the Mortgaged Property;

            


    

    


    
      	 	
              (xxiv)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (xxv)

            	
              the
                product code;

            


    

    


    
      	 	
              (xxvi)

            	
              Expense
                Fee Rate therefor;

            


    

    


    
      	 	
              (xxvii)

            	
              the
                Servicer that is servicing such Mortgage Loan and the originator
                of such
                Mortgage Loan; 

            


    

    


    
      	 	
              (xxviii)

            	
              in
                the case of Loan Group 4, whether such Mortgage Loan is a Negative
                Amortization Loan;

            


    

    


    
      	 	
              (xxix)

            	
              whether
                the Mortgage Loan is subject to a prepayment penalty, the prepayment
                penalty term and the method of calculation of the penalty amount;
                and

            


    

    


    
      	 	
              (xxx)

            	
              the
                respective Loan Group.

            


    

    


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

    


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

    


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

    


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

    


    “Mortgagor”:
      The
      obligor on a Mortgage Note.

    


    “Negative
      Amortization”:
      With
      respect to a Group 4 Mortgage Loan, that portion of interest accrued at the
      Loan
      Rate with respect to any month which exceeds the amount of interest paid on
      the
      related Mortgage Loan for such month and which, pursuant to the terms of the
      related Mortgage Note, is added to the principal balance of the Mortgage
      Loan.

    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


    “Negative
      Amortization Loan”:
      Each
      Mortgage Loan in Loan Group 4 that is identified on the Mortgage Loan Schedule
      (attached as Schedule I) as a Mortgage Loan that is subject to Negative
      Amortization.

    


    “Net
      Deferred Interest”:
      With
      respect to any Distribution Date and the Negative Amortization Loans, the
      (i) excess, if any, of the aggregate Deferred Interest on such Negative
      Amortization Loans for the related Due Date over (ii) the aggregate amount
      of
      any principal prepayments in part or in full received during the related
      Prepayment Period on such Negative Amortization Loans.

    


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

    


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

    


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

    


    “Net
      Realized Losses”:
      For
      any Class of Certificates (other than any Class of Interest-Only Certificates,
      the Class A-R Certificates and the Class 4A-R Certificate) and any Distribution
      Date, the excess of (i) the amount of Realized Losses previously allocated
      to
      that Class over (ii) the amount of any increases to the Class Certificate
      Principal Balance of that Class pursuant to Section 5.10 due to
      Recoveries.

    


    “Net
      WAC”:
      With
      respect to each Loan Group and any Distribution Date, the weighted average
      of
      the Net Loan Rates of the Mortgage Loans in that Loan Group, as of the first
      day
      of the related Due Period (or, in the case of the first Distribution Date,
      as of
      the Cut-Off Date), weighted on the basis of their related Stated Principal
      Balances as of the first day of the related Due Period (or, in the case of
      the
      first Distribution Date, as of the Cut-off Date).

    


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

    


    “Notional
      Certificate”:
      Any
      Class of Interest-Only Certificates.

    


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

    


    
      
        
          
          

        

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

    


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

    


    “One-Year
      CMT”:
      The
      weekly average yield on United States Treasury securities adjusted to a constant
      maturity of one year as published by the Federal Reserve Board in Statistical
      Release H.15(519).

    


    “One-Year
      CMT Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year CMT Index. 

    


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

    


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

    


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

    


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

    


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

    


    “Original
      Applicable Credit Support Percentage”:
      With
      respect to each Class of Subordinate Certificates, the corresponding percentage
      set forth below opposite its Class designation:

    


    
      	
              Class
                B-1

            	
              3.50%

            
	
              Class
                B-2

            	
              2.00%

            
	
              Class
                B-3

            	
              1.25%

            
	
              Class
                B-4

            	
              0.95%

            
	
              Class
                B-5

            	
              0.45%

            
	
              Class
                B-6

            	
              0.20%

            


    

    


    


    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


    “Original
      Class Certificate Notional Balance”:
      With
      respect to each Class of Interest-Only Certificates, the corresponding Class
      Certificate Notional Balance set forth opposite the Class designation in the
      Preliminary Statement. 

    


    “Original
      Class Certificate Principal Balance”:
      With
      respect to each Class of Certificates (other than the Interest-Only
      Certificates), the corresponding Class Certificate Principal Balance set forth
      opposite the Class designation of such Class in the Preliminary Statement.
      

    


    “Original
      Subordinated Principal Balance”:
      The
      aggregate of the Original Class Certificate Principal Balances of the Classes
      of
      Subordinate Certificates.

    


    “OTS”:
      The
      Office of Thrift Supervision.

    


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

    


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

    


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

    


    
      	 	
              (i)

            	
              Up
                to and including the Distribution Date in September 2012, the Pass-Through
                Rate for the Class 1A-1 Certificates with respect to any Distribution
                Date
                shall be equal to the Net WAC for Loan Group 1 minus
                0.45431%. For any Distribution Date thereafter, the Pass-Through
                Rate for
                the Class 1-A1 Certificates shall be equal to the Net WAC for Loan
                Group
                1.

            


    

    


    
      	 	
              (ii)

            	
              The
                Pass-Through Rate for the Class 1A-2 Certificates with respect to
                any
                Distribution Date shall be equal to the Net WAC for Loan Group
                1.

            


    

    


    
      	 	
              (iii)

            	
              Up
                to and including the Distribution Date in September 2012, the Pass-Through
                Rate for the Class 1-AX Certificates with respect to any Distribution
                Date
                shall be a fixed annual rate equal to 0.45431%. For any Distribution
                Date
                thereafter, the Pass-Through Rate of the Class 1-AX Certificates
                shall
                equal zero.

            


    

    


    
      	 	
              (iv)

            	
              Up
                to and including the Distribution Date in August 2014, the Pass-Through
                Rate for the Class 2-A1 Certificates with respect to any Distribution
                Date
                shall be equal to the Net WAC for Loan Group 2 minus
                0.38828%. For any Distribution Date thereafter, the Pass-Through
                Rate of
                the Class 2-A1 Certificates shall be equal to the Net WAC for Loan
                Group
                2.

            


    

    


    
      
        
          
          

        

        
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              (v)

            	
              Up
                to and including the Distribution Date in August 2014, the Pass-Through
                Rate for the Class 2-AX Certificates with respect to any Distribution
                Date
                shall be equal to a fixed annual rate of 0.388288. For any Distribution
                Date thereafter, the Pass-Through Rate of the Class 2-AX Certificates
                shall equal zero.

            


    

    


    
      	 	
              (vi)

            	
              Up
                to and including the Distribution Date in September 2017, the Pass-Through
                Rate for each of the Class 3A-1 Certificates and Class 3A-2 Certificates
                with respect to any Distribution Date shall be equal to the Net WAC
                for
                Loan Group 3 minus
                0.25835%. For any Distribution Date thereafter, the Pass-Through
                Rate for
                each of the Class 3-A1 and Class 3-A2 Certificates shall be equal
                to the
                Net WAC for Loan Group 3.

            


    

    


    
      	 	
              (vii)

            	
              The
                Pass-Through Rate for each of the Class 3A-3 Certificates and Class
                3A-4
                Certificates with respect to any Distribution Date shall be equal
                to the
                Net WAC for Loan Group 3.

            


    

    


    
      	 	
              (viii)

            	
              Up
                to and including the Distribution Date in September 2017, the Pass-Through
                Rate for each of the Class 3-AX1 Certificates and Class 3-AX2 Certificates
                with respect to any Distribution Date shall be a fixed annual rate
                of
                0.25835%. For any Distribution Date thereafter, the Pass-Through
                Rate for
                each of the Class 3-AX1 Certificates and the Class 3-AX2 Certificates
                shall equal zero.

            


    

    


    
      	 	
              (ix)

            	
              The
                Pass-Through Rate for the Class A-R Certificates with respect to
                any
                Distribution Date shall be equal to the Net WAC for Loan Group
                1.

            


    

    


    
      	 	
              (x)

            	
              The
                Pass-Through Rate for the Class B-1 Certificates, Class B-2 Certificates,
                Class B-3 Certificates, Class B-4 Certificates, Class B-5 Certificates
                and
                Class B-6 Certificates with respect to any Distribution Date shall
                be
                equal to the Subordinate Certificate Pass-Through
                Rate.

            


    

    


    
      	 	
              (xi)

            	
              Up
                to and including the Distribution Date in October 2012, the Pass-Through
                Rate for each of the Class 4A-1 Certificate with respect to any
                Distribution Date shall be equal to the Net WAC for Loan Group 4
                minus
                0.83288%. For any Distribution Date thereafter, the Pass-Through
                Rate for
                the Class 4A-1 Certificate shall be equal to the Net WAC for Loan
                Group
                4.

            


    

    


    
      	 	
              (xii)

            	
              Up
                to and including the Distribution Date in October 2012, the Pass-Through
                Rate of the Class 4-AX Certificates shall be equal to a fixed annual
                rate
                of 0.83288%. For any Distribution Date thereafter, the Pass-Through
                Rate
                of the Class 4-AX Certificates shall equal
                zero.

            


    

    


    
      	 	
              (xiii)

            	
              The
                Pass-Through Rate of the Class 4A-R Certificates, Class 4B-1 Certificates,
                Class 4B-2 Certificates, Class 4B-3 Certificates, Class 4B-4 Certificates,
                Class 4B-5 Certificates and Class 4B-6 Certificates with respect
                to any
                Distribution Date shall be equal to the Net WAC for Loan Group
                4.

            


    

    


    
      
        
          
          

        

        
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    “Paying
      Agent”:
      Any
      paying agent appointed pursuant to Section 6.05 hereof.

    


    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

    


    “Percentage
      Interest”:
      With
      respect to any Certificate other than a Residual Certificate, a fraction,
      expressed as a percentage, the numerator of which is the Initial Certificate
      Principal Balance or Initial Certificate Notional Balance, as applicable,
      represented by such Certificate and the denominator of which is the Original
      Class Certificate Principal Balance or Original Class Certificate Notional
      Balance, as applicable, of the related Class. With respect to any Residual
      Certificate, 100%.

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

    


    (vi) units
      of
      money market funds (which may be 12b-1 funds, as contemplated by the Commission
      under the Investment Company Act of 1940) registered under the Investment
      Company Act of 1940 including funds managed or advised by the Trustee, the
      Master Servicer or an affiliate thereof having the highest applicable rating
      from each Rating Agency; and

    


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

    


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

    


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

    


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

    


    “Physical
      Certificates”:
      The
      Residual Certificates.

    


    “Prepayment
      Penalty Amount”:
      With
      respect to any Mortgage Loan and each Distribution Date, all premiums or
      charges, if any, paid by Mortgagors under the related Mortgage Notes as a result
      of full or partial Principal Prepayments collected by the applicable Servicer
      during the immediately preceding Prepayment Period, but only to the extent
      required to be remitted to the Master Servicer on the applicable Servicer
      Remittance Date under the terms of the related Servicing Agreement and as
      provided on the Mortgage Loan Schedule.

    


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

    


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

    


    “Principal
      Balance”:
      As to
      any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the
      related Cut-Off Date Principal Balance, minus
      all
      collections credited against the Principal Balance of such Mortgage Loan after
      the Cut-Off Date as increased in the case of Group 4 Mortgage Loans which are
      Negative Amortization Loans by the amount of any Deferred Interest added to
      the
      outstanding Principal Balance of such Mortgage Loan pursuant to the terms of
      the
      related Mortgage Note. For purposes of this definition, a Liquidated Mortgage
      Loan shall be deemed to have a Principal Balance equal to the Principal Balance
      of the related Mortgage Loan as of the final recovery of related Liquidation
      Proceeds and a Principal Balance of zero thereafter. As to any REO Property
      and
      any day, the Principal Balance of the related Mortgage Loan immediately prior
      to
      such Mortgage Loan becoming REO Property.

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

    


    “Principal
      Deficiency Amount”:
      In the
      case of Loan Group 1, Loan Group 2 and Loan Group 3, for any Distribution Date
      and for any Undercollateralized Group, the excess, if any, of the aggregate
      Class Certificate Principal Balance of such Undercollateralized Group
      immediately prior to such Distribution Date over the sum of the Principal
      Balances of the Mortgage Loans in the related Loan Group immediately prior
      to
      such Distribution Date.

    


    “Principal
      Distribution Amount”:
      With
      respect to Loan Group 1, Loan Group 2 and Loan Group 3 and any Distribution
      Date, the sum of (a) each scheduled payment of principal collected or
      advanced on the related Mortgage Loans by the related Servicer or the Master
      Servicer in respect of the related Due Period, (b) that portion of the
      Purchase Price, representing principal of any repurchased or purchased Mortgage
      Loan in that Loan Group, deposited to the Distribution Account during the
      related Prepayment Period, (c) the principal portion of any related
      Substitution Adjustments with respect to that Loan Group deposited in the
      Distribution Account during the related Prepayment Period, (d) the
      principal portion of all Insurance Proceeds received during the related
      Prepayment Period with respect to Mortgage Loans in that Loan Group that are
      not
      yet Liquidated Mortgage Loans, (e) the principal portion of all Net
      Liquidation Proceeds received during the related Prepayment Period with respect
      to Liquidated Mortgage Loans in that Loan Group (other than Recoveries),
      (f) all Principal Prepayments in part or in full on Mortgage Loans in that
      Loan Group applied by the Servicers or the Master Servicer during the related
      Prepayment Period, (g) all Recoveries received during the related Prepayment
      Period and (h) on the Distribution Date on which the Trust is to be
      terminated with respect to the Group 1 Mortgage Loans, Group 2 Mortgage Loans
      and Group 3 Mortgage Loans pursuant to Section 10.01 hereof, that portion of
      the
      Termination Price in respect of principal for that Loan Group.

    


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

    


    “Private
      Certificates”:
      Collectively, the Class 1A-2 Certificates, Class 3A-3 Certificates, Class 3A-4
      Certificates, Class 4A-1 Certificates, Class 4A-R Certificates, the
      Interest-Only Certificates, the Subordinate Certificates and the Group 4
      Subordinate Certificate to be privately offered by the Initial Purchaser through
      the Private Placement Memoranda.

    


    “Private
      Placement Memoranda”:
      Collectively, the Group 1-3 Memorandum and the Group 4 Memorandum.

    


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

    


    
      
        
          
          

        

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

    


    “Prospectus”:
      The
      Prospectus Supplement, together with the accompanying prospectus, dated April
      20, 2007, relating to the Class 1A-1, Class 2A-1, Class 3A-1, Class 3A-2 and
      Class A-R Certificates.

    


    “Prospectus
      Supplement”:
      That
      certain Prospectus Supplement, dated October 30, 2007, relating to the initial
      offering and sale of the Class 1A-1, Class 2A-1, Class 3A-1, Class 3A-2 and
      Class A-R Certificates by the Underwriters.

    


    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section 2.03, Section 3.25 or Section 10.01 hereof, and as
      confirmed by an Officers’ Certificate from the Seller to the Trustee, an amount
      equal to the sum of (i) 100% of the Principal Balance thereof as of the
      date of purchase (or such other price as is provided in Section 10.01),
plus
      (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Principal Balance at the applicable Loan Rate from
      the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      an Advance by a Servicer or Master Servicer through the end of the calendar
      month in which the purchase is to be effected, and (y) an REO Property, the
      sum of (1) accrued interest on such Principal Balance at the applicable
      Loan Rate
      from
      the Due Date as to which interest was last covered by a payment by the Mortgagor
      or an Advance by a Servicer or Master Servicer plus
      (2) REO
      Imputed Interest for such REO Property for each calendar month commencing with
      the calendar month in which such REO Property was acquired and ending with
      the
      calendar month in which such purchase is to be effected, net of the total of
      all
      net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that
      as
      of the date of purchase had been distributed as or to cover REO Imputed
      Interest, plus
      (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees
      allocable to such Mortgage Loan or REO Property, plus
      (iv) in the case of a Mortgage Loan required to be purchased pursuant to
      Section 2.03 hereof, any costs and damages incurred by the Trust in connection
      with any violation by such Mortgage Loan of any predatory- or abusive-lending
      laws.

    


    “Qualified
      Insurer”:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      such insurer in connection with the insurance policy issued by such insurer,
      duly authorized and licensed in such states to transact a mortgage guaranty
      insurance business in such states and to write the insurance provided by the
      insurance policy issued by it, so long as the claims paying ability of which
      is
      acceptable to each Rating Agency for pass-through certificates having the same
      ratings as the Certificates rated by each Rating Agency as of the Closing Date.
      Any replacement insurer with respect to a Mortgage Loan must have at least
      as
      high a claims paying ability rating as the insurer it replaces had on the
      Closing Date.

    


    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding principal balance, after application of all scheduled payments
      of
      principal and interest due during or prior to the month of substitution, not
      in
      excess of, and not more than 10% less than, the Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a maximum loan rate not less than the
      Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
      equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
      have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
      date not more than two months after the next Adjustment Date of the Deleted
      Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
      not
      more than one year less than) that of the Deleted Mortgage Loan, (vii) be
      current as of the date of substitution, (viii) have a Loan-to-Value Ratio
      and a Loan-to-Collateral Value Ratio as of the date of substitution equal to
      or
      lower than the Loan-to-Value Ratio and the Loan-to-Collateral Value Ratio,
      respectively, of the Deleted Mortgage Loan as of such date, (ix) have been
      underwritten or re-underwritten in accordance with the same or substantially
      similar underwriting criteria and guidelines as the Deleted Mortgage Loan,
      (x)
      is of the same or better credit quality as the Deleted Mortgage Loan and
      (xi) conform to each representation and warranty set forth in Section 2.04
      hereof applicable to the Deleted Mortgage Loan. In the event that one or more
      mortgage loans are substituted for one or more Deleted Mortgage Loans, the
      amounts described in clause (i) hereof shall be determined on the basis of
      aggregate principal balances, the terms described in clause (vi) hereof
      shall be determined on the basis of weighted average remaining term to maturity,
      the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in clause
      (viii) hereof shall be satisfied as to each such mortgage loan and, except
      to the extent otherwise provided in this sentence, the representations and
      warranties described in clause (x) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.

    


    
      
        
          
          

        

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

    


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

    


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

    


    “Record
      Date”:
      With
      respect to each Distribution Date and all Classes of Certificates, the last
      Business Day of the calendar month preceding the month in which such
      Distribution Date occurs.

    


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

    


    
      
        
          
          

        

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

    


    “Regular
      Certificate”:
      Any
      Class 1A-1, Class 1A-2, Class 2A-1, Class 3A-1, Class 3A-2, Class 3A-3, Class
      3-A4 and Class 4A-1 Certificates, the Interest-Only Certificates, the
      Subordinate Certificates and the Group 4 Subordinate Certificates.

    


    “Regulation
      AB”:
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarifications and interpretations as have been provided by the Commission
      in the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

    


    “Relevant
      Servicing Criteria”:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit Q attached
      hereto and any similar exhibit set forth in each Servicing Agreement in respect
      of each Servicer. Multiple parties can have responsibility for the same Relevant
      Servicing Criteria. With respect to a Servicing Function Participant engaged
      by
      the Master Servicer, the Securities Administrator, the Trustee (in its capacity
      as Custodian) or each Servicer, the term “Relevant Servicing Criteria” may refer
      to a portion of the Relevant Servicing Criteria applicable to such
      parties.

    


    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act or similar state or local law.

    


    “Relief
      Act Reductions”:
      With
      respect to any Distribution Date and any Mortgage Loan as to which there has
      been a reduction in the amount of interest collectible thereon for the most
      recently ended Due Period as a result of the application of the Relief Act,
      the
      amount, if any, by which (i) interest collectible on that Mortgage Loan during
      such Due Period is less than (ii) one month’s interest on the Stated Principal
      Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before
      giving effect to the application of the Relief Act.

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Reporting
      Servicer”: As
      defined in Section 3.19(b).

    


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

    


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

    


    “Residual
      Certificate”:
      Any
      Class A-R Certificate and Class 4A-R Certificate.

    


    
      
        
          
          

        

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

    


    “Restricted
      Classes”:
      As
      defined in Section 5.01(e).

    


    “Restricted
      Global Security”:
      As
      defined in Section 6.01.

    


    “Retained
      Interest”:
      As to
      any Employee Loans originated by Thornburg and each Distribution Date, interest
      accrued on the Principal Balance thereof at the Retained Rate.

    


    “Retained
      Interest Holder”:
      With
      respect to each Employee Loan, the Seller or any successor in interest by
      assignment or otherwise.

    


    “Retained
      Rate”:
      As of
      the Cut-off Date, and for each Due Period thereafter, 0.00% per annum;
provided,
      however,
      if the
      related Mortgagor of the Employee Loan ceases to be an employee or a director
      of
      Thornburg or its Affiliates, the amount of the increase in the per annum rate
      set forth in the related Mortgage Note.

    


    “S&P”:
      Standard & Poor’s Rating Services (a division of The McGraw-Hill Companies,
      Inc.).

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


    “Senior
      Certificate”:
      One of
      the Class 1A-1, Class 1A-2, Class 2A-1, Class 3A-1, Class 3A-2, Class 3A-3,
      Class 3A-4, Class 4-A1, Class A-R, Class 4A-R, Class 1-AX, Class 2-AX, Class
      3-AX1, Class 3-AX2 and Class 4-AX Certificates.

    


    “Senior
      Certificate Group”:
      Any of
      (a) the Class 1A-1, Class 1A-2, Class 1-AX and Class A-R Certificates with
      respect to Loan Group 1, (b) the Class 2A-1 and Class 2-AX Certificates with
      respect to Loan Group 2, (c) the Class 3A-1, Class 3A-2, Class 3A-3, Class
      3A-4,
      Class 3-AX1 and Class 3-AX2 Certificates with respect to Loan Group 3 and (d)
      the Class 4A-1, Class 4A-R and Class 4-AX Certificates with respect to Loan
      Group 4.

    


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

    


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

    


    “Senior
      Percentage”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      the percentage equivalent of a fraction the numerator of which is the aggregate
      of the Class Certificate Principal Balances of the Senior Certificate Group
      relating to that Loan Group immediately prior to such Distribution Date and
      the
      denominator of which is the Loan Group Balance of the related Loan Group for
      such Distribution Date; provided,
      however,
      that on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to a Loan Group (other than Loan Group 4), the Senior Percentage for that Loan
      Group will be equal to 0% and; provided,
      further, that
      on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to two Loan Groups (other than Loan Group 4), the Senior Percentage of the
      remaining Senior Certificates is the percentage equivalent of a fraction, the
      numerator of which is the aggregate of the Certificate Principal Balances of
      remaining Classes of Senior Certificates relating to Loan Group 1, Loan Group
      2
      and Loan Group 3 immediately prior to such date and the denominator of which
      is
      the aggregate of the Certificate Principal Balances of all Classes of
      Certificates relating to Loan Group 1, Loan Group 2 and Loan Group 3,
      immediately prior to such date. 

    


    “Senior
      Prepayment Percentage”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date
      before November 2014, 100%. Except as provided herein, the Senior Prepayment
      Percentage for each Loan Group (other than Loan Group 4) for any Distribution
      Date occurring on or after November 2014 will be as follows: (i) from
      November 2014 through October 2015, the related Senior Percentage plus
      70% of
      the related Subordinate Percentage for such Distribution Date; (ii) from
      November 2015 through October 2016, the related Senior Percentage plus
      60% of
      the related Subordinate Percentage for such Distribution Date; (iii) from
      November 2016 through October 2017, the related Senior Percentage plus
      40% of
      the related Subordinate Percentage for such Distribution Date; (iv) from
      November 2017 through
      October 2018, the related Senior Percentage plus
      20% of
      the related Subordinate Percentage for such Distribution Date; and (v) from
      and after November 2018, the related Senior Percentage for such Distribution
      Date; provided,
      however, that
      there shall be no reduction in the Senior Prepayment Percentage for any such
      Loan Group on a Distribution Date, unless the Step Down Conditions are satisfied
      with respect to such Distribution Date; and provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in November
      2010, the Senior Percentage for any Loan Group (other than Loan Group 4) exceeds
      the initial Senior Percentage for such Loan Group, the related Senior Prepayment
      Percentage for such Distribution Date will again equal 100%.

    


    
      
        
          
          

        

        
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    Notwithstanding
      the above, (i) if on any Distribution Date prior to November 2010 the Two Times
      Test is satisfied, the Senior Prepayment Percentage for each Loan Group (other
      than Loan Group 4) will equal the related Senior Percentage for such
      Distribution Date plus
      50% of
      an amount equal to 100% minus
      the
      related Senior Percentage for such Distribution Date and (ii) if
      on any
      Distribution Date in or after November 2010 the Two Times Test is satisfied,
      the
      Senior Prepayment Percentage for each Loan Group (other than Loan Group 4)
      will
      equal the related Senior Percentage for such Distribution Date.

    


    “Senior
      Principal Distribution Amount”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      the sum of: 

    


    (1) the
      related Senior Percentage of all amounts described in clauses (a) through (d)
      of
      the definition of “Principal Distribution Amount” for such Distribution
      Date;

    


    (2) with
      respect to each Mortgage Loan in that Loan Group (other than Loan Group 4)
      which
      became a Liquidated Mortgage Loan during the related Prepayment Period, the
      lesser of

    


    
      	 	
              (x)

            	
              the
                related Senior Percentage of the Stated Principal Balance of that
                Mortgage
                Loan; and

            


    

    


    
      	 	
              (y)

            	
              the
                related Senior Prepayment Percentage of the amount of the Net Liquidation
                Proceeds allocable to principal received with respect to that Mortgage
                Loan; and

            


    

    


    (3) the
      related Senior Prepayment Percentage of the amounts described in clause (f)
      of
      the definition of “Principal Distribution Amount;”

    


    provided,
      however,
      that on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to two Loan Groups (other than Loan Group 4), the Senior Principal Distribution
      Amount for the remaining Senior Certificate Group will be calculated pursuant
      to
      the above formula based on all the Mortgage Loans rather than the Mortgage
      Loans
      in the related Loan Group only.

    


    
      
        
          
          

        

        
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    “Senior
      Termination Date”:
      For
      each Loan Group (other than Loan Group 4), the Distribution Date on which the
      aggregate of the Class Certificate Principal Balances of the Senior Certificate
      Group relating to that Loan Group is reduced to zero.

    


    “Servicer”:
      Each
      of the several primary servicers of the Mortgage Loans as set forth and as
      individually defined in Exhibit N hereto and any successors thereto or
      replacement therefor. 

    


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

    


    “Service(s)(ing)”:
      In
      accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust by an entity that meets the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in 1108 of Regulation AB. Any
      uncapitalized occurrence of this term shall have the meaning commonly understood
      by participants in the residential mortgage-backed securitization
      market.

    


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

    


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

    


    “Servicing
      Agreement”:
      The
      servicing agreements relating to the Mortgage Loans as set forth in Exhibit
      N
      hereto, servicing arrangements for any Mortgage Loans under the Seller’s
      Correspondent Sellers Guide, and any other servicing agreement entered into
      between a successor servicer and the Seller or the Trustee on behalf of the
      Trust pursuant to the terms hereof.

    


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

    


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

    


    “Servicing
      Fee Rate”:
      With
      respect to each Mortgage Loan, the per annum servicing fee rate set forth on
      the
      Mortgage Loan Schedule.

    


    
      
        
          
          

        

        
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    “Servicing
      Function Participant”:
      Any
      Sub-Servicer or Subcontractor, other than each Servicer, the Master Servicer,
      the Trustee, the Custodian and the Securities Administrator, in each case that
      is participating in the servicing function within the meaning of Regulation
      AB.

    


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

    


    “Seven-Year
      Hybrid Mortgage Loans”:
      The
      Mortgage Loans set forth on Schedule III hereto.

    


    “Significant
      Modification”:
      As
      defined in Section 3.25.

    


    “Significant
      Modification Loan”:
      As
      defined in Section 3.25.

    


    “Significant
      Modification Loan Schedule”:
      With
      respect to each Distribution Date, a schedule prepared by the Seller pursuant
      to
      Section 3.25 listing each Modifiable Mortgage Loan that has become a Significant
      Modification Loan during the immediately preceding Due Period, and the Purchase
      Price for each such Significant Modification Mortgage Loan.

    


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

    


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

    


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

    


    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Distribution Date in November 2007,
      the Cut-Off Date Principal Balance of such Mortgage Loan,  (b) thereafter
      as of any date of determination up to and including the Distribution Date on
      which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
      Loan would be distributed, the outstanding principal balance of such Mortgage
      Loan as of the Cut-Off Date, as shown in the Mortgage Loan Schedule,
minus,
      in the
      case of each Mortgage Loan, the sum of (i) the principal portion of each
      Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether or
      not
      received, (ii) all Principal Prepayments received after the Cut-Off Date,
      to the extent distributed pursuant to Section 5.01 before such date of
      determination and (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the applicable Servicer as recoveries of principal in accordance
      with
      the applicable provisions of the related Servicing Agreement, to the extent
      distributed pursuant to Section 5.01 before such date of determination; and
      (c) as of any date of determination subsequent to the Distribution Date on
      which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
      Loan would be distributed, zero; provided
      that,
      in the
      case of the Group 4 Mortgage Loans, such Stated Principal Balance shall be
      increased by the amount of any Deferred Interest added to the outstanding
      Principal Balance of such Group 4 Mortgage Loan pursuant to the terms of the
      related Mortgage Note before such date of determination. With respect to any
      REO
      Property: (x) as of any date of determination up to and including the
      Distribution Date on which the proceeds, if any, of a Liquidation Event with
      respect to such REO Property would be distributed, an amount (not less than
      zero) equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the date on which such REO Property was acquired on behalf of the Trust,
minus
      the
      aggregate amount of REO Principal Amortization in respect of such REO Property
      for all previously ended calendar months, to the extent distributed pursuant
      to
      Section 5.01 before such date of determination; and (y) as of any date
      of determination subsequent to the Distribution Date on which the proceeds,
      if
      any, of a Liquidation Event with respect to such REO Property would be
      distributed, zero.

    


    
      
        
          
          

        

        
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    “Step
      Down Conditions”:
      As of
      any Distribution Date on which any decrease in any Senior Prepayment Percentage
      may apply, (i) the outstanding Principal Balance of all Mortgage Loans in Loan
      Group 1, Loan Group 2 and Loan Group 3 that are 60 days or more Delinquent
      (including for this purpose any such Mortgage Loan in foreclosure, any related
      REO Property, and any such Mortgage Loans which have been subject to
      modification of their terms made between Cenlar and the Mortgagor in connection
      with a loss mitigation strategy in the last twelve months), averaged over the
      preceding six month period, as a percentage of the aggregate of the Class
      Certificate Principal Balances of the Classes of Subordinate Certificates on
      such Distribution Date, does not equal or exceed 50% and (ii) cumulative
      Realized Losses (including for this purpose the amount of principal or interest
      which has been forgiven in connection with a modification of terms of a Mortgage
      Loan in Loan Group 1, Loan Group 2 or Loan Group 3 made between Cenlar and
      the
      Mortgagor as part of a loss mitigation strategy in the related Due Period)
      with
      respect to all of the Mortgage Loans do not exceed:

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the seventh anniversary until the
                eighth
                anniversary of the first Distribution Date, 30% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eighth anniversary until the
                ninth
                anniversary of the first Distribution Date, 35% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the ninth anniversary until the
                tenth
                anniversary of the first Distribution Date, 40% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date,

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the tenth anniversary until the
                eleventh
                anniversary of the first Distribution Date, 45% of the aggregate
                Class
                Certificate Principal Balance of the Subordinate Certificates as
                of the
                Closing Date, and

            


    

    


    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eleventh anniversary of the
                first
                Distribution Date, 50% of the aggregate Class Certificate Principal
                Balance of the Subordinate Certificates as of the Closing
                Date.

            


    

    


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

    


    
      
        
          
          

        

        
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    “Subordinate
      Certificate”:
      Any
      one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6
      Certificates.

    


    “Subordinate
      Certificate Pass-Through Rate”:
      With
      respect to each Class of Subordinate Certificates and any Distribution Date,
      the
      per annum rate equal to the weighted average (weighted on the basis of the
      related Subordinate Component) of the Net WACs for Loan Group 1, Loan Group
      2
      and Loan Group 3.

    


    “Subordinate
      Component”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      the excess of the related Loan Group Balance for such Distribution Date over
      the
      aggregate Class Certificate Principal Balance of the related Senior Certificate
      Group immediately preceding such Distribution Date. The designation “1,” “2” or
“3” appearing after the corresponding Loan Group designation is used to indicate
      a Subordinate Component allocable to Loan Group 1, Loan Group 2 and Loan Group
      3, respectively.

    


    “Subordinate
      Percentage”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      the difference between 100% and the related Senior Percentage for such Loan
      Group and Distribution Date; provided,
      however,
      that on
      any Distribution Date occurring after a Senior Termination Date has occurred
      with respect to two Loan Groups (other than Loan Group 4), the Subordinate
      Percentage will represent the entire interest of the Subordinate Certificates
      in
      the Mortgage Loans and will equal the difference between 100% and the related
      Senior Percentage for such Distribution Date.

    


    “Subordinate
      Prepayment Percentage”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      the difference between 100% and the related Senior Prepayment Percentage for
      such Distribution Date.

    


    “Subordinate
      Principal Distribution Amount”:
      With
      respect to each Loan Group (other than Loan Group 4) and any Distribution Date,
      an amount equal to the sum of:

    


    (1) the
      related Subordinate Percentage of all amounts described in clauses (a) through
      (d) of the definition of “Principal Distribution Amount” for such Loan Group and
      Distribution Date;

    


    (2) with
      respect to each Mortgage Loan in such Loan Group (other than Loan Group 4)
      that
      became a Liquidated Mortgage Loan during the related Prepayment Period, the
      amount of the Net Liquidation Proceeds allocated to principal received with
      respect thereto remaining after application thereof pursuant to clause (2)
      of
      the definition of “Senior Principal Distribution Amount” for such Loan Group
      (other than Loan Group 4) and Distribution Date, up to the related Subordinate
      Percentage of the Stated Principal Balance of such Mortgage Loan;
      and

    


    (3) the
      related Subordinated Prepayment Percentage of all amounts described in clause
      (f) of the definition of “Principal Distribution Amount” for such Loan Group
      (other than Loan Group 4) and Distribution Date;

    


    provided,
      however,
      that on
      any Distribution Date occurring after a Senior Termination Date has occurred
      with respect to two Loan Groups (other than Loan Group 4), the Subordinate
      Principal Distribution Amount will not be calculated by Loan Group but will
      equal the amount calculated pursuant to the formula set forth above based on
      the
      applicable Subordinate Percentage or Subordinate Prepayment Percentage, as
      applicable, for such Distribution Date with respect to all the Mortgage Loans
      rather than the Mortgage Loans in the related Loan Group only.

    


    
      
        
          
          

        

        
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    “Sub-Servicer”:
      Any
      Person, including without limitation Cenlar, that (i) services Mortgage Loans
      on
      behalf of any Servicer, the Master Servicer, the Securities Administrator,
      the
      Trustee or the Custodian and (ii) is responsible for the performance (whether
      directly or through sub-servicers or Subcontractors) of Servicing functions
      required to be performed under this Agreement, any related Servicing Agreement
      or any sub-servicing agreement that are identified in Item 1122(d) of Regulation
      AB.

    


    “Sub-Servicing
      Fee”:
      With
      respect to each Mortgage Loan sub-serviced by Cenlar, an amount equal to
      one-twelfth the product of (i) the Sub-Servicing Fee Rate and (ii) the Stated
      Principal Balance of such Mortgage Loan as of the first day of the related
      month

    


    “Sub-Servicing
      Fee Rate”:
      With
      respect to any Mortgage Loan, sub-serviced by Cenlar and serviced by Thornburg
      on behalf of the Trust Fund, the “Cenlar Subservicing Fee Rate” as defined in
      the Sub-Servicing Acknowledgement Agreement dated as of October 1, 2007 between
      Thornburg, as Servicer, and Cenlar.

    


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

    


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

    


    “10-K
      Filing Deadline”:
      As
      defined in Section 3.19(b).

    


    “Ten-Year
      Hybrid Mortgage Loans”:
      The
      Mortgage Loans set forth on Schedule IV hereto.

    


    “Thornburg”:
      Thornburg Mortgage Home Loans, Inc., a Delaware corporation, and its successors
      and assigns.

    


    “Three-Year
      Hybrid Mortgage Loans”:
      The
      Mortgage Loans identified as such and as set forth on Schedule II
      hereto.

    


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

    


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

    


    
      
        
          
          

        

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

    


    “Trust”:
      Thornburg Mortgage Securities Trust 2007-5, a common law trust created under
      the
      Agreement and governed under New York State law. 

    


    “Trust
      Fund”:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, such Trust Fund consisting of: (i) such Mortgage Loans as from
      time to time are subject to this Agreement, together with the Mortgage Files
      relating thereto, and together with all collections thereon and proceeds thereof
      (but not including any Prepayment Penalty Amounts), (ii) any REO Property,
      together with all collections thereon and proceeds thereof, (iii) the Trustee’s
      rights with respect to the Mortgage Loans under all insurance policies required
      to be maintained pursuant to this Agreement and any proceeds thereof, (iv)
      the
      Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
      security interest created thereby); (v) the Depositor's security interest in
      the
      Additional Collateral, (vi) the Distribution Account (subject to the last
      sentence of this definition), any REO Account and such assets that are deposited
      therein from time to time and any investments thereof, together with any and
      all
      income, proceeds and payments with respect thereto, (vii) all right, title
      and
      interest of the Depositor in and to each security or pledge agreement in respect
      of Additional Collateral and (viii) all right, title and interest of the
      Seller in and to each of the Servicing Agreements. Notwithstanding the
      foregoing, however, the Trust Fund specifically excludes (1) all payments and
      other collections of interest and principal due on the Mortgage Loans on or
      before the Cut-Off Date and principal received before the Cut-Off Date (except
      any principal collected as part of a payment due after the Cut-Off Date), (2)
      all income and gain realized from Permitted Investments of funds on deposit
      in
      the Distribution Account, (3) any Prepayment Penalty Amounts and (4) any
      Retained Interest.

    


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

    


    “Trustee
      Fee”:
      The
      annual on-going fee payable by the Master Servicer on behalf of the Trust to
      the
      Trustee from the Master Servicer Fee pursuant to the terms of the separate
      fee
      letter agreement between the Trustee and the Master Servicer relating to the
      Thornburg Mortgage Securities Trust 2007-5.

    


    “Two
      Times Test”:
      As to
      any Distribution Date, (i) the Aggregate Subordinate Percentage is at least
      two
      times the Aggregate Subordinate Percentage as of the Closing Date; (ii) the
      aggregate of the Principal Balances of all Mortgage Loans in Loan Group 1,
      Loan
      Group 2 and Loan Group 3 that are Delinquent 60 days or more (including for
      this
      purpose any such Mortgage Loans in foreclosure, any related REO Property and
      any
      Mortgage Loans which have been subject to modification of their terms made
      between Cenlar and the Mortgagor in connection with a loss mitigation strategy
      in the last twelve months), averaged over the preceding six-month period, as
      a
      percentage of the aggregate of the Class Certificate Principal Balances of
      the
      Subordinate Certificates, does not equal or exceed 50%; and (iii) on or after
      the Distribution Date in November 2010, cumulative Realized Losses (including
      for this purpose any amounts of principal and interest which has been forgiven
      in connection with a modification of terms of a Mortgage Loan in Loan Group
      1,
      Loan Group 2 or Loan Group 3 made between Cenlar and the Mortgagor as part
      of a
      loss mitigation strategy in the related Due Period) do not exceed 30% of the
      Original Subordinated Principal Balance, or prior to the Distribution Date
      in
      November 2010, cumulative Realized Losses do not exceed 20% of the Original
      Subordinated Principal Balance.

    


    
      
        
          
          

        

        
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    “Undercollateralized
      Group”:
      With
      respect to any Distribution Date, any Group 1 Certificates, Group 2 Certificates
      or Group 3 Certificates as to which the aggregate Class Certificate Principal
      Balance thereof, after giving effect to distributions pursuant to Section
      5.01(a) on such date, is greater than the Loan Group Balance of the related
      Loan
      Group for such Distribution Date. 

    


    “Underwriter”:
      Credit
      Suisse Securities (USA) LLC.

    


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

    


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

    


    “United
      States Person”
or
      “U.S.
      Person”:
      A
      citizen or resident of the United States, a corporation, partnership or other
      entity treated as a corporation or partnership for federal income tax purposes
      (other than a partnership that is not treated as a U.S. Person pursuant to
      any
      applicable Treasury regulations) created or organized in, or under the laws
      of,
      the United States, any state thereof or the District of Columbia, or an estate
      the income of which from sources without the United States is includible in
      gross income for United States federal income tax purposes regardless of its
      connection with the conduct of a trade or business within the United States,
      or
      a trust if a court within the United States is able to exercise primary
      supervision over the administration of the trust and one or more United States
      persons have authority to control all substantial decisions of the trust. The
      term “United States” shall have the meaning set forth in Section 7701 of
      the Code or successor provisions.

    


    “Unpaid
      Interest Shortfall Amount”:
      With
      respect to each Class of Certificates and (i) the first Distribution Date,
      zero, and (ii) any Distribution Date after the first Distribution Date, the
      amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for
      that Class for the immediately preceding Distribution Date exceeds (b) the
      aggregate amount distributed on that Class in respect of such Monthly Interest
      Distributable Amount on the preceding Distribution Date plus
      (2) any
      such shortfalls remaining unpaid from prior Distribution Dates.

    


    “Upper
      Tier REMIC 1-3”:
      As
      described in the Preliminary Statement.

    


    “Upper
      Tier REMIC 4”:
      As
      described in the Preliminary Statement.

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. 93% of the voting rights shall be allocated among the Classes
      of Certificates (other than the Class A-R Certificates, Class 4A-R Certificate,
      Class 1-AX Certificate, Class 2-AX Certificates, Class 3-AX1 Certificates,
      Class
      3-AX2 Certificates and Class 4-AX Certificates), pro
      rata,
      based
      on a fraction, expressed as a percentage, the numerator of which is the Class
      Certificate Principal Balance of such Class and the denominator of which is
      the
      aggregate of the Class Certificate Principal Balances then outstanding and
      1%
      voting rights shall be assigned to the Holders of each of the Class A-R
      Certificate, Class 4A-R Certificate, Class 1-AX Certificate, Class 2-AX
      Certificates, Class 3-AX1 Certificates, Class 3-AX2 Certificates and Class
      4-AX
      Certificates; provided,
      further,
      that
      when the Class Certificate Notional Balance of any Class of Interest-Only
      Certificate has been reduced to zero, the voting rights allocated to such Class
      shall be allocated pro
      rata
      to the
      Holders of the other Regular Certificates; provided,
      further,
      when
      none of the Regular Certificates are outstanding, 100% of the voting rights
      shall be allocated pro
      rata
      to the
      Holders of the Residual Certificates. The voting rights allocated to a Class
      of
      Certificates shall be allocated among all Holders of such Class, pro
      rata,
      based
      on a fraction the numerator of which is the Certificate Principal Balance or
      Certificate Notional Balance of each Certificate of such Class and the
      denominator of which is the Class Certificate Principal Balance or Class
      Certificate Notional Balance of such Class; provided,
      however,
      that any
      Certificate registered in the name of the Master Servicer, the Securities
      Administrator, the Trustee or any of their respective affiliates shall not
      be
      included in the calculation of Voting Rights.

    


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

    


    SECTION
      1.02. Accounting.

    


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

    


    
      
        
          
          

        

        
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    ARTICLE
      II

    


    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

    


    SECTION
      2.01. Conveyance
      of Mortgage Loans.

    


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

    


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

    


    In
      addition, with respect to any Additional Collateral Mortgage Loan, the Depositor
      does hereby transfer, assign, set-over and otherwise convey to the Trustee
      without recourse (except as provided herein) (i) its rights as assignee under
      any security agreements, pledge agreements or guarantees relating to the
      Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii)
      its security interest in and to any Additional Collateral and (iii) its right
      to
      receive payments in respect of any Additional Collateral Mortgage Loan pursuant
      to the related Servicing Agreement.

    


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

    


    
      
        
          
          

        

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

    


    
      	 	
              (i)

            	
              the
                original Mortgage Note, endorsed either on its face or by allonge
                attached
                thereto in blank or in the following form: “Pay to the order of LaSalle
                Bank National Association, as Trustee for Thornburg Mortgage Securities
                Trust 2007-5, without recourse”, or with respect to any lost Mortgage
                Note, an original Lost Note Affidavit stating that the original mortgage
                note was lost, misplaced or destroyed, together with a copy of the
                related
                mortgage note; provided,
                however,
                that such substitutions of Lost Note Affidavits for original Mortgage
                Notes may occur only with respect to Mortgage Loans the aggregate
                Cut-Off
                Date Principal Balance of which is less than or equal to 2% of the
                Cut-Off
                Date Aggregate Principal Balance;

            


    

    


    
      	 	
              (ii)

            	
              originals
                or copies of any guarantee, security agreement or pledge agreement
                relating to any Additional Collateral, if applicable, and executed
                in
                connection with the Mortgage Note, assigned to the Trustee on behalf
                of
                the Trust;

            


    

    


    
      	 	
              (iii)

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

            


    

    


    
      
        
          
          

        

        
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              (iv)

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

            


    

    


    
      	 	
              (v)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original Assignment of Mortgage, in form and substance acceptable
                for
                recording. The Mortgage shall be assigned to “LaSalle Bank National
                Association, as Trustee for Thornburg Mortgage Securities Trust 2007-5,
                without recourse” or in blank;

            


    

    


    
      	 	
              (vi)

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

            


    

    


    
      	 	
              (vii)

            	
              the
                original or a copy of lender’s title insurance policy;
                and

            


    

    


    
      	 	
              (viii)

            	
              with
                respect to any Cooperative Loan, the Cooperative Loan
                Documents.

            


    

    


    In
      connection with the assignment of any MERS Mortgage Loan, the Seller agrees
      that
      it will take (or shall cause the applicable Servicer to take), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), such actions as are necessary to cause the MERS® System to indicate
      that such Mortgage Loans have been assigned by the Seller to the Trustee in
      accordance with this Agreement for the benefit of the Certificateholders by
      including (or deleting, in the case of Mortgage Loans that are repurchased
      in
      accordance with this Agreement) in such computer files the information required
      by the MERS® System to identify the series of the Certificates issued in
      connection with the transfer of such Mortgage Loans to the Thornburg Mortgage
      Securities Trust 2007-5.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File, the Seller shall have 90 days
      to
      cure such defect or deliver such missing document to the Trustee. If the Seller
      does not cure such defect or deliver such missing document within such time
      period, the Seller shall either repurchase or substitute for such Mortgage
      Loan
      in accordance with Section 2.03 hereof.

    


    
      
        
          
          

        

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

    


    SECTION
      2.02. Acceptance
      by Trustee.

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    (a) Upon
      discovery or receipt of written notice that a document does not comply with
      the
      requirements of Section 2.01 hereof, or that a document is missing from, a
      Mortgage File or of the breach by the Seller of any representation, warranty
      or
      covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or
      Section 2.08 hereof in respect of any Mortgage Loan which materially adversely
      affects the value of that Mortgage Loan or the interest therein of the
      Certificateholders, the Trustee (or the Custodian as its designated agent)
      shall
      promptly notify the Seller of such noncompliance, missing document or breach
      and
      request that the Seller deliver such missing document or cure such noncompliance
      or breach within 90 days from the date that the Seller was notified of such
      missing document, noncompliance or breach, and if the Seller does not deliver
      such missing document or cure such noncompliance or breach in all material
      respects during such period, the Trustee shall enforce the Seller’s obligation
      under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase
      that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to
      the
      Determination Date following the expiration of such 90 day period (subject
      to
      Section 2.03(e) below); provided,
      however,
      that, in
      connection with any such breach that could not reasonably have been cured within
      such 90 day period, if the Seller shall have commenced to cure such breach
      within such 90 day period, the Seller shall be permitted to proceed thereafter
      diligently and expeditiously to cure the same within the additional period
      provided under the Mortgage Loan Purchase Agreement; and, provided
      further,
      that,
      in the case of the breach of any representation, warranty or covenant made
      by
      the Seller in Schedule III to the Mortgage Loan Purchase Agreement, the Seller
      shall be obligated to cure such breach or purchase the affected Mortgage Loans
      for the Purchase Price or, if the Mortgage Loan or the related Mortgaged
      Property acquired with respect thereto has been sold, then the Seller shall
      pay,
      in lieu of the Purchase Price, any excess of the Purchase Price over the Net
      Liquidation Proceeds received upon such sale. The Purchase Price for the
      repurchased Mortgage Loan or such other amount due shall be deposited in the
      Distribution Account on or prior to the next Determination Date after the
      Seller’s obligation to repurchase such Mortgage Loan arises. The Trustee, upon
      receipt of written certification from the Securities Administrator of the
      related deposit in the Distribution Account, shall release to the Seller the
      related Mortgage File and shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, as the Seller shall furnish to
      it
      and as shall be necessary to vest in the Seller any Mortgage Loan released
      pursuant hereto and the Trustee shall have no further responsibility with regard
      to such Mortgage File (it being understood that the Trustee shall have no
      responsibility for determining the sufficiency of such assignment for its
      intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
      above, the Seller may cause such Mortgage Loan to be removed from the Trust
      Fund
      (in which case it shall become a Deleted Mortgage Loan) and substitute one
      or
      more Qualified Substitute Mortgage Loans in the manner and subject to the
      limitations set forth in Section 2.03(d) below. It is understood and agreed
      that
      the obligation of the Seller to cure or to repurchase (or to substitute for)
      any
      Mortgage Loan as to which a document is missing, a material defect in a
      constituent document exists or as to which such a breach has occurred and is
      continuing shall constitute the sole remedy against the Seller respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders.

    


    
      
        
          
          

        

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

    


    Any
      costs
      and expenses incurred by the Trustee enforcing the obligations of the Seller
      under this Section 2.03(a) shall be reimbursable to the Trustee from amounts
      on
      deposit in the Distribution Account.

    


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

    


    (c) [Reserved].

    


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

    


    
      
        
          
          

        

        
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    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Seller shall determine, and
      provide written certification to the Trustee and the Seller as to, the amount
      (each, a “Substitution
      Adjustment”),
      if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
      of
      the principal balance thereof as of the date of substitution, together with
      one
      month’s interest on such principal balance at the applicable Net Loan Rate. On
      or prior to the next Determination Date after the Seller’s obligation to
      repurchase the related Deleted Mortgage Loan arises, the Seller will deliver
      or
      cause to be delivered to the Securities Administrator for deposit in the
      Distribution Account an amount equal to the related Substitution Adjustment,
      if
      any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage
      Loan or Loans and an acknowledgment from the Securities Administrator of its
      receipt of the deposit to the Distribution Account, shall release to the Seller
      the related Mortgage File or Files and shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse, as the
      Seller shall deliver to it and as shall be necessary to vest therein any Deleted
      Mortgage Loan released pursuant hereto.

    


    In
      addition, the Seller shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution (either specifically
      or as a class of transactions) will not cause (a) any federal tax to be imposed
      on the Trust Fund, including without limitation, any federal tax imposed on
      “prohibited transactions” under Section 860F(a)(l) of the Code or on
“contributions after the startup date” under Section 860G(d)(l) of the Code, or
      (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that
      any Certificate is outstanding. If such Opinion of Counsel cannot be delivered,
      then such substitution may only be effected at such time as the required Opinion
      of Counsel can be given.

    


    
      
        
          
          

        

        
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    (e) Upon
      discovery by the Seller, the Master Servicer, a Servicer or the Trustee that
      any
      Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code, the party discovering such fact shall within
      two
      Business Days give written notice thereof to the other parties. In connection
      therewith, the Seller shall repurchase or, subject to the limitations set forth
      in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans
      for the affected Mortgage Loan within 90 days of the earlier of discovery or
      receipt of such notice with respect to such affected Mortgage Loan. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) above, if made by the Seller. The Trustee shall reconvey to
      the
      Seller the Mortgage Loan to be released pursuant hereto in the same manner,
      and
      on the same terms and conditions, as it would a Mortgage Loan repurchased for
      breach of a representation or warranty.

    


    
      	 	
              SECTION
                2.04.

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

            


    

    


    The
      Seller hereby represents and warrants to the Trustee for the benefit of the
      Certificateholders that the representations and warranties made by the Seller
      pursuant to Schedule III to the Mortgage Loan Purchase Agreement are hereby
      being made to the Trustee and are true and correct as of the Closing
      Date.

    


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

    


    Within
      90
      days of its discovery or its receipt of notice of any such missing or materially
      defective documentation or any such breach of a representation or warranty,
      the
      Seller shall promptly deliver such missing document or cure such defect or
      breach in all material respects or, in the event such defect or breach cannot
      be
      cured, the Seller shall repurchase the affected Mortgage Loan or cause the
      removal of such Mortgage Loan from the Trust Fund and substitute for it one
      or
      more Qualified Substitute Mortgage Loans, in either case, in accordance with
      Section 2.03 hereof.

    


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

    


    
      
        
          
          

        

        
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    SECTION
      2.05. [Reserved].

    


    SECTION
      2.06. Representations
      and Warranties of the Depositor.

    


    The
      Depositor represents and warrants to the Trust and the Trustee on behalf of
      the
      Certificateholders as follows:

    


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

    


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

    


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

    


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


    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


    SECTION
      2.07. Issuance
      of Certificates.

    


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

    


    
      
        
          
          

        

        
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    SECTION
      2.08. Representations
      and Warranties of the Seller.

    


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

    


    (i) the
      Seller is duly organized, validly existing and in good standing as a corporation
      under the laws of the State of Delaware and is and will remain in compliance
      with the laws of each state in which any Mortgaged Property is located to the
      extent necessary to fulfill its obligations hereunder;

    


    (ii) the
      Seller has the power and authority to hold each Mortgage Loan, to sell each
      Mortgage Loan, to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. The Seller has
      duly
      authorized the execution, delivery and performance of this Agreement, has duly
      executed and delivered this Agreement and this Agreement, assuming due
      authorization, execution and delivery by the other parties hereto, constitutes
      a
      legal, valid and binding obligation of the Seller, enforceable against it in
      accordance with its terms except as the enforceability thereof may be limited
      by
      bankruptcy, insolvency or reorganization or other similar laws in relation
      to
      the rights of creditors generally;

    


    (iii) the
      execution and delivery of this Agreement by the Seller and the performance
      of
      and compliance with the terms of this Agreement will not violate the Seller’s
      articles of incorporation or by-laws or constitute a default under or result
      in
      a material breach or acceleration of, any material contract, agreement or other
      instrument to which the Seller is a party or which may be applicable to the
      Seller or its assets;

    


    (iv) the
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

    


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

    


    (vi) the
      Seller has good, marketable and indefeasible title to the Mortgage Loans, free
      and clear of any and all liens, pledges, charges or security interests of any
      nature encumbering the Mortgage Loans and upon the payment of the purchase
      price
      under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor
      will
      have good and marketable title to the Mortgage Notes and Mortgage Loans, free
      and clear of all liens or encumbrances;

    


    (vii) the
      Mortgage Loans are not being transferred by the Seller with any intent to
      hinder, delay or defraud any creditors of the Seller;

    


    
      
        
          
          

        

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

    


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

    


    (x) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
      the
      Mortgage Loan Purchase Agreement are not subject to the bulk transfer or any
      similar statutory provisions.

    


    SECTION
      2.09. Covenants
      of the Seller.  

    


    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor,
      and
      the Master Servicer of the existence of any lien on any Mortgage Loan
      immediately upon discovery thereof, and the Seller will defend the right, title
      and interest of the Trust, as assignee of the Depositor, in, to and under the
      Mortgage Loans, against all claims of third parties claiming through or under
      the Seller; provided,
      however,
      that
      nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto.

    


    ARTICLE
      III

    


    ADMINISTRATION
      AND SERVICING

    OF
      THE MORTGAGE LOANS

    


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

    


    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer their respective Mortgage Loans in
      accordance with the terms of the applicable Servicing Agreement and, where
      applicable, the Correspondent Sellers Guide and the Master Servicing Guide,
      and
      shall have full power and authority to do any and all things which it may deem
      necessary or desirable in connection with such master servicing and
      administration. In performing its obligations hereunder, the Master Servicer
      shall act in a manner consistent with Accepted Master Servicing Practices and,
      where applicable, the Master Servicing Guide. Furthermore, the Master Servicer
      shall oversee and consult with each Servicer as necessary from time-to-time
      to
      carry out the Master Servicer’s obligations hereunder, shall receive, review and
      evaluate all reports, information and other data provided to the Master Servicer
      by each Servicer and shall cause each Servicer to perform and observe the
      covenants, obligations and conditions to be performed or observed by such
      Servicer under the applicable Servicing Agreement. The Master Servicer shall
      independently and separately monitor each Servicer’s servicing activities with
      respect to each related Mortgage Loan, reconcile the results of such monitoring
      with such information provided in the previous sentence on a monthly basis
      and
      coordinate corrective adjustments to the Servicers’ and Master Servicer’s
      records, and based on such reconciled and corrected information, prepare the
      statements specified in Section 5.04 and any other information and statements
      required hereunder. The Master Servicer shall reconcile the results of its
      Mortgage Loan monitoring with the actual remittances of the Servicers to the
      related Servicing Accounts pursuant to the applicable Servicing
      Agreements.

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    SECTION
      3.02. REMIC-Related
      Covenants.

    


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

    


    SECTION
      3.03. Monitoring
      of Servicers.

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    (e) If
      the
      Master Servicer acts as Servicer, it will not assume liability for the
      representations and warranties of the Servicer, if any, that it
      replaces.

    


    (f) With
      respect to Additional Collateral Mortgage Loans, the Master Servicer shall
      have
      no duty or obligation to supervise, monitor or oversee the activities of each
      Servicer under its Servicing Agreement with respect to Additional Collateral,
      except (a) with respect to any instances where a Servicer, in the course of
      fulfilling its obligations under the related Servicing Agreement seeks
      directions, instructions, consents or waivers from the Master Servicer with
      respect to any item of Additional Collateral, or (b) upon the occurrence of
      the
      following events (i) in the case of a final liquidation of any Mortgaged
      Property secured by Additional Collateral, the Master Servicer shall enforce
      the
      obligation of the Servicer under the related Servicing Agreement to liquidate
      such Additional Collateral as required by such Servicing Agreement, and (ii)
      if
      the Master Servicer assumes the obligations of such Servicer as successor
      Servicer under the related Servicing Agreement pursuant to this Section 3.03,
      as
      successor Servicer, it shall be bound to service and administer the Additional
      Collateral in accordance with the provisions of such Servicing
      Agreement.

    


    (g) If
      a
      Servicing Agreement requires the approval of the Master Servicer for a
      modification to a Mortgage Loan, the Master Servicer shall approve such
      modification if, based upon its receipt of written notification from the related
      Servicer outlining the terms of such modification and appropriate supporting
      documentation, the Master Servicer determines that the modification is permitted
      under the terms of the related Servicing Agreement and that any conditions
      to
      such modification set forth in related Servicing Agreement have been satisfied.
      If a Servicing Agreement requires approval or consent of the Trustee for a
      modification, the Trustee shall approve or consent to such modification if
      the
      Master Servicer makes such a determination and in reliance thereon.

    


    
      
        
          
          

        

        
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    (h) If
      a
      Servicing Agreement requires the oversight and monitoring of loss mitigation
      measures with respect to the related Mortgage Loans, the Master Servicer will
      monitor any loss mitigation procedure or recovery action related to a defaulted
      Mortgage Loan (to the extent it receives notice of such from the related
      Servicer) and confirm that such loss mitigation procedure or recovery action
      is
      initiated, conducted and concluded in accordance with any timeframes and any
      other requirements set forth in the related Servicing Agreement, and the Master
      Servicer shall notify the Depositor in any case in which the Master Servicer
      believes that the related Servicer is not complying with such timeframes and/or
      other requirements.

    


    SECTION
      3.04. Fidelity
      Bond.

    


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

    


    SECTION
      3.05. Power
      to Act; Procedures.

    


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

    


    
      
        
          
          

        

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

    


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

    


    SECTION
      3.07. Release
      of Mortgage Files.

    


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

    


    
      
        
          
          

        

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

    


    
      	 	
              SECTION
                3.08.

            	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trust.

            


    

    


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

    


    
      
        
          
          

        

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

    


    SECTION
      3.09. Standard
      Hazard Insurance and Flood Insurance Policies.

    


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

    


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

    


    SECTION
      3.10. Presentment
      of Claims and Collection of Proceeds.

    


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

    


    
      
        
          
          

        

        
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    SECTION
      3.11. Maintenance
      of the Primary Insurance Policies.

    


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

    


    (b) The
      Master Servicer agrees to cause each Servicer (to the extent required under
      the
      related Servicing Agreement) to present, on behalf of the Trustee, the Trust
      and
      the Certificateholders, claims to the insurer under any Primary Insurance
      Policies and, in this regard, to take such reasonable action as shall be
      necessary to permit recovery under any Primary Insurance Policies respecting
      defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any amounts
      collected by the Servicer under any Primary Insurance Policies shall be
      deposited in the Distribution Account, subject to withdrawal pursuant to Section
      4.03.

    


    
      	 	
              SECTION
                3.12.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            


    

    


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

    


    
      
        
          
          

        

        
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    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

    


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

    


    SECTION
      3.14. Additional
      Compensation to the Master Servicer. 

    


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

    


    SECTION
      3.15. REO
      Property.

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


    SECTION
      3.16. Assessments
      of Compliance and Attestation Reports.

    


    (a) Assessments
      of Compliance.

    


    (i) By
      March
      10 (with a 5 calendar day cure period) of each year (subject to the later date
      referred to in Section 3.16(a)(iii)), commencing in March 2008, the Master
      Servicer, the Securities Administrator and the Custodian, each at its own
      expense, shall furnish, and each such party shall cause any Servicing Function
      Participant engaged by it (unless such party has elected to take responsibility
      for assessing compliance with the Relevant Servicing Criteria and providing
      the
      related attestation for any such Subcontractor engaged by it in accordance
      with
      Regulation AB Telephone Interpretation 17.06) to furnish, each at its own
      expense, to the Securities Administrator and the Depositor, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Servicing Criteria to assess compliance with the Relevant Servicing Criteria,
      (C) such party’s assessment of compliance with the Relevant Servicing Criteria
      as of and for the fiscal year covered by the Form 10-K required to be filed
      pursuant to Section 3.19(b) and for each fiscal year thereafter, whether or
      not
      a Form 10-K is required to be filed, including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. 

    


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

    


    
      
        
          
          

        

        
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    (iii) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and each comparable report submitted by a Servicer
      and, if applicable, consult with the Master Servicer, the Securities
      Administrator, the Custodian, the Servicers and any Servicing Function
      Participant engaged by such parties as to the nature of any material instance
      of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit Q and on
      any
      similar exhibit set forth in each Servicing Agreement in respect of each
      Servicer and notify the Depositor of any exceptions. None of such parties shall
      be required to deliver any such assessments until March 30 in any given year
      so
      long as it has received written confirmation from the Depositor that a Form
      10-K
      is not required to be filed in respect of the Trust for the preceding calendar
      year which, if the circumstances apply, the Depositor agrees to provide prior
      to
      March 1 of the applicable year; provided that the Custodian shall only be
      required to deliver such an assessment of compliance with respect to any fiscal
      year for which a Form 10-K is required to be filed in respect of the Trust.
      The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it with its own assessment of compliance to be submitted to the
      Securities Administrator pursuant to this Section.

    


    


    In
      the
      event the Master Servicer, the Securities Administrator, the Custodian, any
      Servicer or any Servicing Function Participant engaged by any such party is
      terminated, assigns its rights and obligations under, or resigns pursuant to,
      the terms of this Agreement, or any applicable custodial agreement, Servicing
      Agreement or sub-servicing agreement, as the case may be, such party (in the
      case of a Servicer, to the extent required under the applicable Servicing
      Agreement) shall provide or shall cause such Servicing Function Participant
      to
      provide for the applicable period preceding such assignment and termination
      a
      report on assessment of compliance pursuant to this Section 3.16(a) or to such
      other applicable agreement, notwithstanding any such termination, assignment
      or
      resignation.

    


    (b) Attestation
      Reports.

    


    (i) By
      March
      10 (with a 5 calendar day cure period) of each year (subject to the later date
      referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master
      Servicer, the Securities Administrator, the Custodian, each at its own expense,
      shall cause, and each such party shall cause any Servicing Function Participant
      engaged by it to cause (unless such party has elected to take responsibility
      for
      assessing compliance with the Relevant Servicing Criteria and providing the
      related attestation with respect to such Relevant Servicing Criteria for any
      such Subcontractor engaged by it in accordance with Regulation AB Telephone
      Interpretation 17.06), each at its own expense, a registered public accounting
      firm (which may also render other services to the Master Servicer, the Trustee,
      in its capacity as Custodian, the Securities Administrator, or such other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Securities Administrator and the Depositor, to the effect that (i) it has
      obtained a 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. 

    


    
      
        
          
          

        

        
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    (ii) Promptly
      after receipt of such report from the Master Servicer, the Trustee, in its
      capacity as Custodian, the Securities Administrator, a Servicer or any Servicing
      Function Participant engaged by such parties, (i) the Depositor shall review
      the
      report and, if applicable, consult with such parties as to the nature of any
      defaults by such parties, in the fulfillment of any of each such party’s
      obligations hereunder or under any other applicable agreement, and (ii) the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to subsection (a) of this Section 3.16 is coupled with an attestation meeting
      the requirements of this Section and notify the Depositor of any exceptions.
      None of the Master Servicer, the Securities Administrator, the Custodian or
      any
      Servicing Function Participant engaged by such parties shall be required to
      deliver or cause the delivery of such reports until March 30 in any given year
      for 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 for preceding
      calendar or fiscal year which, if the circumstances apply, the Depositor agrees
      to provide prior to March 1 of the applicable year; provided that the Custodian
      shall only be required to deliver or cause to be delivered such report with
      respect to any fiscal year for which a Form 10-K is required to be filed by
      the
      Trust. The Master Servicer shall include each such attestation furnished to
      it
      with its own attestation to be submitted to the Securities Administrator
      pursuant to this Section.

    


    


    In
      the
      event the Master Servicer, the Securities Administrator, the Custodian, any
      Servicer or any Servicing Function Participant engaged by any such party is
      terminated, assigns its rights and duties under, or resigns pursuant to the
      terms of this Agreement, or any applicable custodial agreement, Servicing
      Agreement or sub-servicing agreement, as the case may be, such party (in the
      case of a Servicer, to the extent required under the applicable Servicing
      Agreement) shall cause a registered public accounting firm to provide an
      attestation pursuant to this Section 3.16(b) or to such other applicable
      agreement, for the applicable period immediately preceding such termination,
      assignment or resignation, notwithstanding any such termination, assignment
      or
      resignation.

    


    SECTION
      3.17. Annual
      Compliance Statement.

    


    The
      Master Servicer and the Securities Administrator shall deliver (and the Master
      Servicer and Securities Administrator shall cause any Servicing Function
      Participant engaged by it to deliver) to the Depositor and the Securities
      Administrator on or before March 10 (with a 5 calendar day cure period) of
      each
      year, commencing in March 2008, an Officer’s Certificate stating, as to the
      signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of any Servicing
      Function Participant, has been made under such officer’s supervision and (B) to
      the best of such officer’s knowledge, based on such review, such party has
      fulfilled all its obligations under this Agreement, or such other applicable
      agreement in the case of any Servicing Function Participant, in all material
      respects throughout such year or portion thereof, or, if there has been a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status thereof. Promptly
      after receipt of each such Officer’s Certificate, the Depositor shall review
      such Officer’s Certificate and, if applicable, consult with each such party, as
      applicable, as to the nature of any failures by such party, in the fulfillment
      of any of such party’s obligations hereunder or, in the case of any Servicing
      Function Participant, under such other applicable agreement. The Master Servicer
      shall include all annual statements of compliance received by it from each
      Servicer with its own annual statement of compliance to be submitted to the
      Securities Administrator pursuant to this Section. In the event the Master
      Servicer, the Securities Administrator or any Servicing Function Participant
      engaged by any such party is terminated or resigns pursuant to the terms of
      this
      Agreement, or any applicable agreement in the case of a Servicing Function
      Participant, as the case may be, such party shall provide an Officer’s
      Certificate pursuant to this Section 3.17 or to such applicable agreement,
      as
      the case may be, notwithstanding any such termination, assignment or
      resignation.

    


    
      
        
          
          

        

        
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    SECTION
      3.18. Sarbanes-Oxley
      Certification.

    


    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Master Servicer and the
      Securities Administrator shall provide, and each such party shall cause any
      Servicing Function Participant engaged by it to provide, to the Person who
      signs
      the Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 1 (with a ten-calendar day cure period), (or by such other date and cure
      period specified in the applicable Servicing Agreement), of each year in which
      the Trust is subject to the reporting requirements of the Exchange Act and
      otherwise within a reasonable period of time upon request, a certification,
      if
      applicable in the form provided by the related Servicing Agreement (each, a
      “Back-Up
      Certification”),
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com
      or by
      facsimile at 410-715-2380. In the event any such party or any Servicing Function
      Participant engaged by such party is terminated or resigns pursuant to the
      terms
      of this Agreement, or any applicable sub-servicing agreement, as the case may
      be, such party shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.18 with respect to the period of time it was subject
      to this Agreement or any applicable sub-servicing agreement, as the case may
      be.
      Notwithstanding the foregoing, (i) the Master Servicer and the Securities
      Administrator shall not be required to deliver a Back-Up Certification to each
      other if both are the same Person and the Master Servicer is the Certifying
      Person and (ii) the Master Servicer shall not be obligated to sign the
      Sarbanes-Oxley Certification in the event that it does not receive any Back-Up
      Certification required to be furnished to it pursuant to this section or any
      Servicing Agreement or custodial agreement.

    


    
      
        
          
          

        

        
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    SECTION
      3.19. Reports
      Filed with Securities and Exchange Commission.

    


    (a) Reports
      Filed on Form 10-D. 

    


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

    


    (ii) As
      set
      forth on Exhibit R hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the Thornburg Mortgage Securities Trust 2007-5
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit U hereto (an “Additional
      Disclosure Notification”),
      and
      the Depositor will approve, as to form and substance, or disapprove, as the
      case
      may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
      The
      Seller will be responsible for any reasonable fees and expenses assessed or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure in Form 10-D pursuant to this paragraph;
      provided that if the Additional Form 10-D Disclosure relates solely to the
      Depositor, such fees and expenses shall be paid by the Depositor.

    


    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward upon request
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two Business Days
      after receipt of such copy, but no later than the 12th
      calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, or if the Depositor does not request a copy of a Form
      10-D,
      the Securities Administrator shall be entitled to assume that such Form 10-D
      is
      in final form and the Securities Administrator may proceed with the execution
      and filing of the Form 10-D. A duly authorized representative of the Master
      Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on time
      or if
      a previously filed Form 10-D needs to be amended, the Securities Administrator
      will follow the procedures set forth in subsection (d)(ii) of this Section
      3.19.
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-D filed by the Securities Administrator. Each
      party to this Agreement acknowledges that the performance by the Master Servicer
      and the Securities Administrator of their respective duties under this Section
      3.19(a) related to the timely preparation, execution and filing of Form 10-D
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Section 3.19(a). Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 10-D, where such failure results
      from the Securities Administrator’s inability or failure to 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.

    


    
      
        
          
          

        

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

    


    (b) Reports
      Filed on Form 10-K.

    


    (i) On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust in which a Form 10-K is required
      to be filed or such earlier date as may be required by the Exchange Act (the
      “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust ends on December
      31st
      of each
      year), commencing in March 2008, the Securities Administrator shall prepare
      and
      file on behalf of the Trust a Form 10-K, in form and substance as required
      by
      the Exchange Act. Each such Form 10-K shall include the following items, in
      each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement and the related
      Servicing Agreement, (i) an annual compliance statement for each Servicer,
      the
      Master Servicer, the Securities Administrator and any Servicing Function
      Participant engaged by such parties (each, a “Reporting
      Servicer”)
      as
      described under Section 3.17, (ii)(A) the annual reports on assessment of
      compliance with servicing criteria for each Reporting Servicer, as described
      under Section 3.16(a), and (B) if each Reporting Servicer’s report on assessment
      of compliance with servicing criteria described under Section 3.16(a) identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if each Reporting Servicer’s report on assessment of
      compliance with servicing criteria described under Section 3.16(a) is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Reporting
      Servicer, as described under Section 3.16(b), and (B) if any registered public
      accounting firm attestation report described under Section 3.16(b) identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (iv) a Sarbanes-Oxley Certification as described in Section 3.18 (provided,
      however,
      that the
      Securities Administrator, at its discretion, may omit from the Form 10-K any
      annual compliance statement, assessment of compliance or attestation report
      that
      is not required to be filed with such Form 10-K pursuant to Regulation AB).
      Any
      disclosure or information in addition to (i) through (iv) above that is required
      to be included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next two paragraphs. 

    


    
      
        
          
          

        

        
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    (ii) As
      set
      forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust is subject to the Exchange Act reporting
      requirements, commencing in 2008, (i) the parties to the Thornburg Mortgage
      Securities Trust 2007-5 transaction shall be required to provide to the
      Securities Administrator and the Depositor, to the extent known by a responsible
      officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Seller will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      in Form 10-K pursuant to this paragraph; provided that if the Additional Form
      10-K Disclosure relates solely to the Depositor, such fees and expenses shall
      be
      paid by the Depositor.

    


    (iii) After
      preparing the Form 10-K, the Securities Administrator shall forward upon request
      electronically a copy of the Form 10-K to the Depositor. Within three Business
      Days after receipt of such copy, but no later than March 25th, the Depositor
      shall notify the Securities Administrator in writing (which may be furnished
      electronically) of any changes to or approval of such Form 10-K. In the absence
      of receipt of any written changes or approval, or if the Depositor does not
      request a copy of a Form 10-K, the Securities Administrator shall be entitled
      to
      assume that such Form 10-K is in final form and the Securities Administrator
      may
      proceed with the execution and filing of the Form 10-K. A senior officer of
      the
      Master Servicer in charge of the master servicing function shall sign the Form
      10-K. If a Form 10-K cannot be filed on time or if a previously filed Form
      10-K
      needs to be amended, the Securities Administrator will follow the procedures
      set
      forth in subsection (d) of this Section 3.19. Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website a final executed copy of each Form
      10-K. The parties to this Agreement acknowledge that the performance by the
      Master Servicer and the Securities Administrator of its duties under this
      Section 3.19(b) related to the timely preparation, execution and filing of
      Form
      10-K is contingent upon such parties (the Custodian and any Servicing Function
      Participant) strictly observing all applicable deadlines in the performance
      of
      their duties under this Section 3.19(b), Section 3.18, Section 3.17, Section
      3.16(a) and Section 3.16(b). Neither the Master Servicer nor the Securities
      Administrator shall have any liability for any loss, expense, damage or claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file such Form 10-K, where such failure results from the
      Securities Administrator’s inability or failure to 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.

    


    
      
        
          
          

        

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

    


    (c) Reports
      Filed on Form 8-K.

    


    (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”),
      and
      if requested by the Depositor, the Securities Administrator shall prepare and
      file on behalf of the Trust a Form 8-K, as required by the Exchange Act,
provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included in Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit T to the Depositor and the
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next two
      paragraphs. 

    


    (ii) As
      set
      forth on Exhibit T hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than close of business (New York City
      time)
      on the 2nd Business Day after the occurrence of a Reportable Event (i) the
      parties to the Thornburg Mortgage Securities Trust 2007-5 transaction shall
      be
      required to provide to the Securities Administrator and Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible form (which may
      be
      Word or Excel documents easily convertible to EDGAR format), or in such other
      form as otherwise agreed upon by the Securities Administrator and such party,
      the form and substance of any Form 8-K Disclosure Information, if applicable,
      together with an Additional Disclosure Notification and (ii) the Depositor
      will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Form 8-K Disclosure Information. The Seller will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Form 8-K Disclosure Information
      in Form 8-K pursuant to this paragraph; provided that if the Additional Form
      8-K
      Disclosure Information relates solely to the Depositor, such fees and expenses
      shall be paid by the Depositor. 

    


    
      
        
          
          

        

        
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    (iii) After
      preparing the Form 8-K, the Securities Administrator shall forward upon request
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third Business Day after the Reportable Event,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 8-K. In
      the
      absence of receipt of any written changes or approval, or if the Depositor
      does
      not request a copy of a Form 8-K, the Securities Administrator shall be entitled
      to assume that such Form 8-K is in final form and the Securities Administrator
      may proceed with the execution and filing of the Form 8-K. A duly authorized
      representative of the Master Servicer shall sign each Form 8-K filed by the
      Securities Administrator. If a Form 8-K cannot be filed on time or if a
      previously filed Form 8-K needs to be amended, the Securities Administrator
      will
      follow the procedures set forth in subsection (d) of this Section 3.19. Promptly
      (but no later than 1 Business Day) after filing with the Commission, the
      Securities Administrator will, make available on its internet website a final
      executed copy of each Form 8-K filed by the Securities Administrator or filed
      by
      the Depositor and provided to the Securities Administrator for that purpose.
      The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their respective duties under
      this
      Section 3.19(c) related to the timely preparation, execution and filing of
      Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 3.19(c). Neither the
      Securities Administrator nor the Master Servicer shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 8-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    


    (d) Delisting;
      Amendments; Late Filings.

    


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

    


    
      
        
          
          

        

        
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    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement and each Servicer will cooperate to prepare and
      file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule
      12b-25 of the Exchange Act. In the case of Form 8-K, the Securities
      Administrator will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such disclosure
      information on the next Form 10-D. In the event that any previously filed Form
      8-K, 10-D or 10-K needs to be amended, and such amendment includes any
      Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any
      Form
      8-K Disclosure Information or any amendment to such disclosure, the Securities
      Administrator will promptly notify electronically the Depositor and such parties
      will cooperate to prepare any necessary 8-KA, 10-D/A or 10-K/A. Any Form 15,
      Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a
      duly
      authorized representative or a senior officer in charge of master servicing,
      as
      applicable, of the Master Servicer. The parties to this Agreement acknowledge
      that the performance by the Master Servicer and the Securities Administrator
      of
      their respective duties under this Section 3.19(d) related to the timely
      preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
      under this Section. Neither the Master Servicer nor the Securities Administrator
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      any
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

    


    SECTION
      3.20. Additional
      Information.

    


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

    


    SECTION
      3.21. Intention
      of the Parties and Interpretation.

    


    Each
      of
      the parties acknowledges and agrees that the purpose of Section 3.16 through
      Section 3.20 of this Agreement is to facilitate compliance by the Securities
      Administrator and the Depositor with the provisions of Regulation AB promulgated
      by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
      229.1123), as such may be amended from time to time and subject to such
      clarification and interpretive advice as may be issued by the staff of the
      Commission from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with the reasonable requests made by the Securities Administrator
      or the Depositor for delivery of such additional or different information as
      the
      Securities Administrator or the Depositor may determine in good faith is
      necessary to comply with the provisions of Regulation AB, which information
      is
      available to such party without unreasonable effort or expense and within such
      timeframe as may be reasonably requested, and (d) no amendment of this Agreement
      shall be required to effect any such changes in the parties’ obligations as are
      necessary to accommodate evolving interpretations of the provisions of
      Regulation AB.

    


    
      
        
          
          

        

        
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    SECTION
      3.22. Indemnification.
      

    


    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 3.16 (each, an “Item
      1122 Responsible Party”)
      shall
      indemnify and hold harmless the Securities Administrator, the Master Servicer,
      the Depositor and the Seller and each of their directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such Item 1122 Responsible Party of any of its obligations hereunder
      relating to its obligations as an Item 1122 Responsible Party, including
      particularly its obligations to provide any assessment of compliance,
      attestation report or compliance statement required under Section 3.16(a),
      3.16(b) or 3.17, respectively, or any information, data or materials required
      to
      be included in any Exchange Act report, (b) any material misstatement or
      material omission in any information, data or materials provided by such Item
      1122 Responsible Party (or,
      in the case of the Securities Administrator or Master Servicer, any material
      misstatement or material omission in (x) any compliance certificate delivered
      by
      it, or by any Servicing Function Participant engaged by it, pursuant to this
      Agreement, (y) any assessment or attestation delivered by or on behalf of it,
      or
      by any Servicing Function Participant engaged by it, pursuant to this Agreement,
      or (z) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or
      Form 8-K Disclosure Information concerning the Securities Administrator or
      the
      Master Servicer and provided by either of them),
      or (c)
      the negligence, bad faith or willful misconduct of such Item 1122 Responsible
      Party in connection with its performance hereunder relating to its obligations
      as an Item 1122 Responsible Party. If the indemnification provided for herein
      is
      unavailable or insufficient to hold harmless the Securities Administrator,
      the
      Depositor or the Seller, then each Item 1122 Responsible Party agrees that
      it
      shall contribute to the amount paid or payable by the Securities Administrator,
      the Master Servicer, the Depositor and the Seller as a result of any claims,
      losses, damages or liabilities incurred by the Securities Administrator, the
      Master Servicer, the Depositor or the Seller in such proportion as is
      appropriate to reflect the relative fault of the Securities Administrator,
      the
      Master Servicer, the Depositor or the Seller on the one hand and such Item
      1122
      Responsible Party on the other. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

    


    
      
        
          
          

        

        
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        SECTION
          3.23. Amendments
          to Master Servicing Guide and Correspondent Sellers Guide.


      

    

    


    The
      Seller and the Master Servicer hereby agree not to amend the Master Servicing
      Guide or the Correspondent Sellers Guide with respect to the Mortgage Loans
      (which are Securitized Loans (as defined therein)) which amendment would (i)
      change the Servicer Remittance Date or date for remittance of any servicer
      reports or monthly remittance advices, (ii) change the manner in which any
      Servicer makes Advances, servicing advances or amounts to compensate for
      Interest Shortfalls (iii) without prior written notice to the Rating Agencies
      (unless such amendment corresponds to reporting criteria specified by any Rating
      Agency), change the provisions relating to the modification of Mortgage Loans
      by
      a Servicer (including the reporting of data relating thereto by a Servicer
      to
      the Master Servicer in servicing reports and monthly remittance advices) in
      connection with a loss mitigation strategy or (iv) otherwise have a material
      adverse effect on the Trust or the Certificateholders, unless the party making
      such amendment notifies the other party in writing of such amendment and, in
      the
      case of an amendment of the type described in clause (iv) such changes are
      made
      pursuant to the provisions of Section 12.01 hereof. 

    


    SECTION
      3.24. UCC.

    


    The
      Securities Administrator agrees to file continuation statements for any Uniform
      Commercial Code financing statements identifying the Trust as debtor which
      the
      Depositor has informed the Securities Administrator in writing were filed on
      the
      Closing Date in connection with the Trust, provided that the Securities
      Administrator receives the related filing information on a timely basis. The
      Depositor shall file any financing statements or amendments thereto required
      by
      any change in the Uniform Commercial Code.

    


    SECTION
      3.25. Optional
      and Required Purchases of Certain Mortgage Loans.

    


    (a) Thornburg,
      in its capacity as a Servicer of a portion of the Mortgage Loans, shall have
      the
      right to purchase from the Trust any Mortgage Loan which as of the first day
      of
      a calendar quarter is delinquent in payment by 90 days or more or is an REO
      Property, at a price equal to the Purchase Price; provided however (i) that
      such
      Mortgage Loan is still 90 days or more delinquent or is an REO Property as
      of
      the date of such purchase and (ii) this purchase option, if not theretofore
      exercised, shall terminate on the date prior to the last day of the related
      calendar quarter. This purchase option, if not exercised, shall not be
      thereafter reinstated unless the delinquency is cured and the Mortgage Loan
      thereafter again becomes 90 days or more delinquent or becomes an REO Property,
      in which case the option shall again become exercisable as of the first day
      of
      the related calendar quarter. 

    


    (b) In
      addition, Thornburg, in its capacity as the Seller, may, but is not required
      to,
      repurchase any Mortgage Loan as to which the Mortgagor has requested a
      Significant Modification that is not then permitted under the related Mortgage
      Note if such Mortgagor has a satisfactory payment history under such Mortgage
      Loan and meets the credit standards of the Seller for the loan program selected
      (a “Significant
      Modification Loan”).
      A
“Significant
      Modification”
shall
      mean any modification to the interest rate of the greater of (i) 0.25% added
      or
      subtracted from the existing rate and (ii) a change equal to the product of
      (a)
      5% and (b) the annual existing interest rate thereon, which is not provided
      for
      in the related Mortgage Note. The purchase price for any repurchase pursuant
      to
      this Section 3.25(b) shall be the applicable Purchase Price. In order to
      exercise its repurchase rights hereunder, the Seller shall deliver to the Master
      Servicer and the Trustee an Officer’s Certificate identifying the Mortgage Loan
      to be repurchased and certifying that (i) such Mortgage Loan is a Significant
      Modification Loan, and (ii) that the Significant Modification Loan will be
      entered into on the date of such repurchase. In connection with any repurchase
      pursuant to this Section 3.25(b), the Seller shall pay to the Trust the amount
      of any tax imposed on the Trust or any REMIC created hereby as a result of
      such
      repurchase.

    


    
      
        
          
          

        

        
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    (c) If
      Thornburg chooses to exercise its option to repurchase any Mortgage Loan
      pursuant to Section 3.25(b) hereof, then no later than the fourth Business
      Day
      prior to each Distribution Date, Thornburg will provide to the Master Servicer
      a
      list identifying all Mortgage Loans that became Significant Modification Loans
      during the related Due Period for which Thornburg chooses to exercise its option
      to repurchase. On the third Business Day prior to each Distribution Date,
      provided that it has received such list from Thornburg, the Master Servicer
      shall notify Thornburg of the current outstanding principal balance and accrued
      interest for each such Mortgage Loan. No later than 1:00 PM Eastern Time on
      the
      second Business Day prior to each Distribution Date, Thornburg shall purchase
      each such Significant Modification Loan, at the applicable Purchase Price and
      shall remit such Purchase Price to the Master Servicer for deposit in the
      Distribution Account. If at any time Thornburg remits to the Master Servicer
      a
      payment for deposit in the Distribution Account covering the amount of the
      Purchase Price for a Mortgage Loan of the type set forth in clause (b) above,
      and Thornburg provides to the Trustee a certification signed by a Servicing
      Officer stating that the amount of such payment has been deposited in the
      Distribution Account, then the Trustee shall execute the assignment of such
      Mortgage Loan at the request of Thornburg without recourse to Thornburg which
      shall succeed to all the Trust’s and/or the Trustee’s right, title and interest
      in and to such Mortgage Loan, and all security and documents relative thereto.
      Such assignment shall be an assignment outright and not for security. Thornburg
      will thereupon own such Mortgage Loan, and all such security and documents,
      free
      of any further obligation to the Trust, the Trustee or the Certificateholders
      with respect thereto.

    


    SECTION
      3.26. Realization
      upon Troubled Mortgage Loans.

    


    The
      Master Servicer shall have the right to cause a Servicer to sell or work out
      any
      Mortgage Loan as to which the Master Servicer reasonably believes that default
      in payment is likely, provided,
      however,
      that,
      with respect to any such sale of a Mortgage Loan by a Servicer, the related
      sale
      price shall be no less than the Stated Principal Balance of such Mortgage Loan
      as of the last day of the Due Period immediately preceding the date of such
      sale
plus
      accrued
      interest thereon through such sale date. Any and all proceeds from such a sale
      shall be deemed to be Liquidation Proceeds hereunder and any such Mortgage
      Loan
      which has been sold shall be deemed a Liquidated Mortgage Loan
      hereunder.

    


    
      
        
          
          

        

        
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    SECTION
      3.27. Closing
      Certificate and Opinion.

    


    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee, and Credit Suisse Securities (USA) LLC
      an
      Opinion of Counsel, dated the Closing Date, in form and substance reasonably
      satisfactory to the Depositor, Credit Suisse Securities (USA) LLC, and the
      Seller as to the due authorization, execution and delivery of this Agreement
      by
      the Master Servicer and the enforceability thereof. 

    


    SECTION
      3.28. Liabilities
      of the Master Servicer.

    


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

    


    SECTION
      3.29. Merger
      or Consolidation of the Master Servicer.

    


    (a) The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a 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 or any of the Mortgage Loans and to perform its duties under this
      Agreement.

    


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

    


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

      

    

    


    (a) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the Master
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (except as otherwise provided
      herein with respect to expenses) (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to this Agreement or the
      Certificates (i) related to the Master Servicer’s failure to perform its duties
      in compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
      by
      reason of the Master Servicer’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder, provided, in each case, that
      with
      respect to any such claim or legal action (or pending or threatened claim or
      legal action), an Indemnified Person shall have given the Master Servicer and
      the Depositor written notice thereof promptly after such Indemnified Person
      shall have with respect to such claim or legal action knowledge thereof. The
      Indemnified Person’s failure to give such notice shall not affect the
      Indemnified Person’s right to indemnification hereunder. This indemnity shall
      survive the resignation or removal of the Trustee, the Master Servicer or the
      Securities Administrator and the termination of this Agreement.

    


    
      
        
          
          

        

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

    


    (c) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the
      Securities Administrator agrees to indemnify the Indemnified Persons (other
      than
      the Securities Administrator) for, and to hold them harmless against, any loss,
      liability or expense (except as otherwise provided herein with respect to
      expenses) (including reasonable legal fees and disbursements of counsel)
      incurred on their part (i) in connection with, arising out of, or relating
      to
      the Securities Administrator’s failure to file any Exchange Act report which the
      Securities Administrator is responsible for filing in accordance with Section
      3.19, (ii) by reason of the Securities Administrator’s negligence or willful
      misconduct in the performance of such obligations pursuant to Section 3.19
      or
      (iii) by reason of the Securities Administrator’s reckless disregard of such
      obligations pursuant to Section 3.19, provided, in each case, that with respect
      to any such claim or legal action (or pending or threatened claim or legal
      action), an Indemnified Person shall have given the Securities Administrator
      written notice thereof promptly after such Indemnified Person shall have with
      respect to such claim or legal action knowledge thereof. The Indemnified
      Person’s failure to give such notice shall not affect the Indemnified Person’s
      right to indemnification hereunder. This indemnity shall survive the resignation
      or removal of the Trustee, the Master Servicer or the Securities Administrator
      and the termination of this Agreement.

     

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

    


    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 3.30:

    


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

    


    (b) The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer may rely in good faith on any document of any kind prima
      facie
      properly
      executed and submitted by any Person respecting any matters arising
      hereunder.

    


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

    


    
      
        
          
          

        

        
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    (d) The
      Master Servicer shall not be under any obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties under this
      Agreement and that in its opinion may involve it in any expense or liability;
      provided,
      however,
      the
      Master Servicer may in its discretion, undertake any such action which it may
      deem necessary or desirable with respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Trust and the
      Certificateholders hereunder. In such event, the legal expenses and costs of
      such action and any liability resulting therefrom shall be expenses, costs
      and
      liabilities of the Trust, and the Master Servicer shall be entitled to be
      reimbursed therefor out of the Distribution Account as provided by Section
      4.03.
      Nothing in this Subsection 3.31(d) shall affect the Master Servicer’s obligation
      to supervise, or to take such actions as are necessary to ensure, the servicing
      and administration of the Mortgage Loans pursuant to Subsection
      3.01(a).

    


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

    


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

    


    SECTION
      3.32. Master
      Servicer Not to Resign. 

    


    Except
      as
      provided in Section 3.34, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except upon a determination that
      any
      such duties hereunder are no longer permissible under applicable law and such
      impermissibility cannot be cured. Any such determination permitting the
      resignation of the Master Servicer shall be evidenced by an Independent Opinion
      of Counsel (delivered at the expense of the Master Servicer) to such effect
      delivered to the Trustee. No such resignation by the Master Servicer shall
      become effective until the Trustee or a successor to the Master Servicer
      reasonably satisfactory to the Trustee shall have assumed the responsibilities
      and obligations of the Master Servicer in accordance with Section 7.02 hereof.
      The Trustee shall notify each Rating Agency of the resignation of the Master
      Servicer.

    


    
      
        
          
          

        

        
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    SECTION
      3.33. Successor
      Master Servicer.

    


    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such successor master servicer out of
      payments on the Mortgage Loans as the Trustee and such successor master servicer
      shall agree which in no case shall exceed the Master Servicing Fee, plus
      the
      portion of investment income on amounts on deposit in the Distribution Account
      to which the Master Servicer is entitled hereunder. If the successor master
      servicer does not agree that the proposed compensation is fair, such successor
      master servicer shall obtain two quotations of market compensation from third
      parties actively engaged in the servicing of single-family mortgage loans;
      provided,
      however,
      that
      Thornburg, as a Servicer of a substantial portion of the Mortgage Loans, shall
      have the right, but not the obligation, to be appointed successor master
      servicer in the event that the Trustee, in its sole discretion, decides not
      to
      assume the duties of the Master Servicer itself; and provided,
      further,
      that
      each Rating Agency shall confirm in writing that any appointment of a successor
      Master Servicer (other than the Trustee) will not result in a downgrade in
      the
      then current rating of any Class of Certificates. 

    


    SECTION
      3.34. Sale
      and Assignment of Master Servicing.

    


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

    


    
      
        
          
          

        

        
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    SECTION
      3.35. Reporting
      Requirements of the Commission.

    


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

    


    ARTICLE
      IV

    


    ACCOUNTS

    


    SECTION
      4.01. Servicing
      Accounts.

    


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

    


    (b) [Reserved];

    


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

    


    
      
        
          
          

        

        
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    (i) Monthly
      Payments on the Mortgage Loans received or any related portion thereof advanced
      by the Servicers pursuant to the Servicing Agreements which were due on or
      before the related Due Date but net of the amount thereof comprising the
      Servicing Fees;

    


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

    


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

    


    (iv) Prepayment
      Penalty Amounts, if any, and only if required under the related Servicing
      Agreement; and

    


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


    


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

    


    Notwithstanding
      anything herein to the contrary, the Master Servicer shall not be responsible
      for verifying the accuracy of any Prepayment Penalty.

    


    SECTION
      4.02. Distribution
      Account. 

    


    (a) The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Trust and the Certificateholders, the
      Distribution Account as a segregated account or accounts, each of which shall
      be
      an Eligible Account. If an existing Distribution Account ceases to be an
      Eligible Account, the Securities Administrator shall establish a new
      Distribution Account that is an Eligible Account within ten (10) days and
      transfer all funds and investment property on deposit in such existing
      Distribution Account into the new Distribution Account. The Distribution Account
      shall constitute a trust account of the Trust segregated on the books of the
      Securities Administrator and held by the Securities Administrator in trust
      in
      its Corporate Trust Office, and the Distribution Account and the funds deposited
      therein shall not be subject to, and shall be protected from, all claims, liens,
      and encumbrances of any creditors or depositors of the Trustee, the Securities
      Administrator or the Master Servicer (whether made directly, or indirectly
      through a liquidator or receiver of the Trustee, the Securities Administrator
      or
      the Master Servicer). The amount at any time credited to the Distribution
      Account shall be (i) fully insured by the FDIC to the maximum coverage provided
      thereby or (ii) invested by the Securities Administrator, in Permitted
      Investments, in accordance with Section 4.02(c). All Permitted Investments
      shall
      mature or be subject to redemption or withdrawal on or before, and shall be
      held
      until, the immediately succeeding Distribution Date. With respect to the
      Distribution Account and the funds deposited therein, the Securities
      Administrator shall take such action as may be necessary to ensure that the
      Trust and the Certificateholders shall be entitled to the priorities afforded
      to
      such a trust account (in addition to a claim against the estate of the
      Securities Administrator or the Trustee) as provided by 12 U.S.C. § 92a(e), and
      applicable regulations pursuant thereto, if applicable, or any applicable
      comparable state statute applicable to state chartered banking corporations,
      if
      applicable. The Securities Administrator, Trustee or their affiliates are
      permitted to receive additional compensation that could be deemed to be in
      the
      their economic self-interest for (i) serving as investment adviser,
      administrator, servicing agent, custodian or sub-custodian with respect to
      certain of the Permitted Investments, (ii) using affiliates to effect
      transactions in certain Permitted Investments and (iii) effecting transactions
      in certain Permitted Investments. The Master Servicer and the Securities
      Administrator will deposit in the Distribution Account as identified by the
      Master Servicer or the Securities Administrator and as received by the Master
      Servicer or the Securities Administrator, the following amounts:

    


    
      
        
          
          

        

        
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    (i) any
      amounts withdrawn from a Servicing Account pursuant to Section
      4.01(c);

    


    (ii) any
      Advance and any Compensating Interest Payments required to be made by the Master
      Servicer to the extent required but not made by a Servicer; 

    


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

    


    (iv) the
      Purchase Price with respect to any Mortgage Loans purchased by the Seller under
      this Agreement, any Substitution Adjustments pursuant to Section 2.03 of this
      Agreement, the Purchase Price with respect to any Mortgage Loans purchased
      by
      Thornburg pursuant to Section 3.25, and all proceeds of any Mortgage Loans
      or
      property acquired with respect thereto repurchased by the Thornburg (or its
      assignee) pursuant to Section 10.01;

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    (c) The
      amount
      at any time credited to the Distribution Account shall be invested, in the
      name
      of the Trustee, or its nominee, for the benefit of the Certificateholders,
      in
      Permitted Investments as follows. All net earnings on Permitted Investments
      shall be for the benefit of Thornburg, in its capacity as Servicer, except
      that
      the investment income with respect to the investment of funds in the
      Distribution Account made on the Business Day prior to each Distribution Date
      shall be for the benefit of the Master Servicer. All Permitted Investments
      made
      for the benefit of Thornburg shall be made at the written direction of Thornburg
      to the Master Servicer (or, if no such written direction is received, in
      investments of the type specified in clause (vi) of the definition of Permitted
      Investments), shall mature or be subject to redemption or withdrawal on or
      before, and shall be held until, the Business Day prior to the next succeeding
      Distribution Date. Any and all investment earnings from such Permitted
      Investments shall be paid to Thornburg, and the risk of loss of moneys resulting
      from such investments shall be borne by and be the risk of Thornburg. Thornburg
      shall deposit the amount of any such loss in the Distribution Account within
      two
      Business Days of receipt of notification of such loss but not later than the
      next succeeding Distribution Date.

    


    All
      Permitted Investments made for the benefit of the Master Servicer shall be
      in
      such Permitted Investments as shall be selected by the Master Servicer and
      shall
      mature (and be subject to withdrawal and be held until) the next succeeding
      Distribution Date. Any and all investment earnings from such Permitted
      Investments shall be paid to the Master Servicer and the risk of loss on such
      Permitted Investments shall be borne by and be the risk of the Master Servicer.
      The Master Servicer shall deposit the amount of any such loss in the
      Distribution Account no later than the next succeeding Distribution
      Date.

    


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

    


    (a) The
      Master Servicer will, from time to time on demand of a Servicer, the Securities
      Administrator, or for its own account as set forth below, make or cause to
      be
      made such withdrawals or transfers from the Distribution Account, in the case
      of
      a demand by a Servicer, as the applicable Servicer has designated for such
      transfer or withdrawal pursuant to the applicable Servicing Agreement, or in
      the
      case of a demand by the Securities Administrator as the Securities Administrator
      has demanded pursuant hereto, or as the Master Servicer has determined to be
      appropriate in accordance herewith, for the following purposes:

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (ix) to
      reimburse the Master Servicer or the Securities Administrator for any expenses
      recoverable by the Master Servicer or the Securities Administrator pursuant
      to
      Sections 3.03 and 3.31;

    


    (x) to
      pay
      Thornburg, as a Servicer, any Prepayment Penalty Amounts and any earnings
      payable pursuant to Section 4.02(c), and to reimburse or pay any Servicer any
      such amounts as are due thereto under the applicable Servicing Agreement and
      have not been retained by or paid to the Servicer, to the extent provided in
      the
      related Servicing Agreement;

    


    (xi) to
      reimburse the Trustee and the Securities Administrator for expenses, costs
      and
      liabilities incurred by or reimbursable to it from funds of the Trust pursuant
      to Sections 3.30, 3.31 or 8.05 (including those related to the Custodian, to
      the
      extent not paid by Thornburg), and to reimburse the Trustee for any fees, costs
      and expenses costs incurred by or reimbursable to it pursuant to Section
      2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not otherwise reimbursed
      to
      it;

    


    
      
        
          
          

        

        
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    (xii) to
      make
      distributions of Retained Interest to the Retained Interest Holder on each
      Distribution Date;

    


    (xiii) to
      pay to
      Thornburg (in its capacity as a Servicer) all investment earnings on amounts
      on
      deposit in the Distribution Account to which it is entitled under Section
      4.02(c);

    


    (xiv) to
      remove
      amounts deposited in error; and 

    


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

    


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

    


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

    


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

    


    (e) On
      each
      Distribution Date, the Securities Administrator shall distribute the aggregate
      Available Funds to the Holders of the Certificates in accordance with Section
      5.01.

    


    ARTICLE
      V

    


    FLOW
      OF FUNDS

    


    
      
        SECTION
          5.01. Distributions
          Relating to Loan Group 1, Loan Group 2 and Loan Group 3 and Related
          Certificates.

      

    

    


    (a) On
      each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), the Securities Administrator shall withdraw funds
      on deposit in the Distribution Account to the extent of Available Funds for
      each
      of Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date and,
      based on the Distribution Date Statement, make the following disbursements
      and
      transfers in the following order of priority:

    


    
      
        
          
          

        

        
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    (i) the
      Available Funds for Loan Group 1 shall be distributed on each Distribution
      Date
      in the following order of priority:

    


    (A) to
      the
      Holders of the Class A-R Certificates, the Class 1A-1 Certificates, the Class
      1A-2 Certificates and the Class 1-AX Certificates , the related Interest
      Distributable Amounts for such date, pro
      rata
      (based
      on the Interest Distributable Amounts to which each such Class is entitled);
      and

    


    
      	 	
              (B)

            	
              from
                the Principal Distribution Amount for Loan Group 1 for such Distribution
                Date, an amount equal to the Senior Principal Distribution Amount
                for Loan
                Group 1 for that Distribution Date, as
                follows:

            


    

    


    first,
      to the
      Holder of Class A-R Certificate, until the Class Certificate Principal Balance
      of such Class is reduced to zero; and

    


    second,
      to the
      Holders of the Class 1A-1 Certificates and the Class 1A-2 Certificates,
      concurrently, in proportion to their outstanding Class Certificate Principal
      Balances, until the respective Class Certificate Principal Balance of each
      such
      Class is reduced to zero;

    


    (ii) the
      Available Funds for Loan Group 2 shall be distributed on each Distribution
      Date
      in the following order of priority:

    


    
      	 	
              (A)

            	
              to
                the Holders of the Class 2A-1 Certificates and Class 2-AX Certificates,
                the related Interest Distributable Amounts for such date, pro
                rata
                (based on the Interest Distributable Amounts to which each such Class
                is
                entitled); and

            


    

    


    
      	 	
              (B)

            	
              from
                the Principal Distribution Amount for Loan Group 2 for such Distribution
                Date, an amount equal to the Senior Principal Distribution Amount
                for Loan
                Group 2 for that Distribution Date, to the Holders of the Class 2A-1
                Certificates, until the Class Certificate Principal Balance of such
                Class
                is reduced to zero;

            


    

    


    (iii) the
      Available Funds for Loan Group 3 shall be distributed on each Distribution
      Date
      in the following order of priority:

    


    
      	 	
              (A)

            	
              to
                the Holders of the Class 3A-1 Certificates, Class 3A-2 Certificates.
                Class
                3-A3 Certificates, Class 3-A4 Certificates, Class 3-AX1 Certificates
                and
                Class 3-AX2 Certificates, the related Interest Distributable Amounts
                for
                such date, pro
                rata
                (based on the Interest Distributable Amounts to which each such Class
                is
                entitled); and

            


    

    


    
      
        
          
          

        

        
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              (B)

            	
              from
                the Principal Distribution Amount for Loan Group 3 for such Distribution
                Date, an amount equal to the Senior Principal Distribution Amount
                for Loan
                Group 3 for that Distribution Date, to the Holders of the Class 3A-1
                Certificates, Class 3A-2 Certificates, Class 3A-3 Certificates and
                Class
                3A-4 Certificates, concurrently, in proportion to their outstanding
                Class
                Certificate Principal Balances, until the respective Class Certificate
                Principal Balance of each such Class is reduced to
                zero;

            


    

    


    (iv) the
      Available Funds for each of Loan Group 1, Loan Group 2 and Loan Group 3
      remaining after giving effect to the distributions specified in subsections
      (i)
      through (iii) above will be distributed to the Certificateholders in the
      following order of priority:

    


    
      	 	
              (A)

            	
              to
                the Holders of the Class B-1 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (B)

            	
              to
                the Holders of the Class B-1 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (C)

            	
              to
                the Holders of the Class B-2 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (D)

            	
              to
                the Holders of the Class B-2 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (E)

            	
              to
                the Holders of the Class B-3 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (F)

            	
              to
                the Holders of the Class B-3 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (G)

            	
              to
                the Holders of the Class B-4 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (H)

            	
              to
                the Holders of the Class B-4 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (I)

            	
              to
                the Holders of the Class B-5 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (J)

            	
              to
                the Holders of the Class B-5 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (K)

            	
              to
                the Holders of the Class B-6 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (L)

            	
              to
                the Holders of the Class B-6 Certificates, an amount allocable to
                principal equal to its Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to zero;
                and

            


    

    


    
      	 	
              (M)

            	
              to
                the Holder of the Class A-R Certificate, any Available Funds then
                remaining.

            


    

    


    (b) Amounts
      to be paid to the Holders of a Class of Certificates pursuant to Section 5.01(a)
      shall be payable with respect to all Certificates of that Class, pro
      rata,
      based
      on the Certificate Principal Balance or Certificate Notional Balance, as
      applicable, of each Certificate of that Class.

    


    (c) [Reserved]

    


    (d) On
      each
      Distribution Date, the Interest Distributable Amounts for the Classes of Senior
      Certificates and Subordinate Certificates relating to Loan Group 1, Loan Group
      2
      and Loan Group 3 on such Distribution Date shall be reduced proportionately
      by
      Net Interest Shortfalls based on (A) in the case of the Senior Certificates
      in
      Certificate Group 1, Certificate Group 2 and Certificate Group 3, the Interest
      Distributable Amount otherwise distributable thereon and (B) in the case of
      the
      Subordinate Certificates, interest accrued at the related Subordinate
      Certificate Pass-Through Rate on the related Apportioned Principal Balance
      of
      each such Class, in each case before taking into account any reduction in those
      amounts due to such Net Interest Shortfalls; provided,
      however,
      that on
      any Distribution Date after the Senior Termination Date for a Loan Group, Net
      Interest Shortfalls for that Loan Group will be allocated to the Classes of
      Subordinate Certificates based on the amount of interest each such Class of
      Subordinate Certificates would otherwise be entitled to receive on such
      Distribution Date. 

    


    (e) Notwithstanding
      the priority and allocation set forth in Section 5.01(a)(iv) above, if with
      respect to any Class of Subordinate Certificates on any Distribution Date the
      sum of the related Class Subordination Percentages of such Class and of all
      other Classes of Subordinate Certificates which have a higher numerical Class
      designation than such Class (the “Applicable
      Credit Support Percentage”)
      is
      less than the Original Applicable Credit Support Percentage for such Class,
      no
      distribution of Principal Prepayments will be made to any such Classes (the
      “Restricted
      Classes”)
      and
      the amount of such Principal Prepayment otherwise distributable to the
      Restricted Classes shall be distributed to any Classes of Subordinate
      Certificates having lower numerical Class designations than such Class,
pro
      rata,
      based
      on the Class Certificate Principal Balances of the respective Classes
      immediately prior to such Distribution Date and shall be distributed in the
      sequential order provided in Section 5.01(a)(iv) above.

    


    
      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      

    

    


    (f) (i)
      Notwithstanding the priority and allocation set forth in Section 5.01(a)(i)
      through (iii) above, on each Distribution Date prior to the Senior Credit
      Support Depletion Date but after the date on which the aggregate Class
      Certificate Principal Balance of any Class of the Senior Certificates in
      Certificate Group 1, Certificate Group 2 or Certificate Group 3 has been reduced
      to zero, 100% of the Principal Prepayments on the Mortgage Loans in the Loan
      Group related to such retired Class of Senior Certificates otherwise
      distributable on each Class of Subordinate Certificates pursuant to Section
      5.01(a)(iv), in reverse order of priority, shall be distributed as principal
      to
      the Senior Certificates in Certificate Group 1, Certificate Group 2 or
      Certificate Group 3 remaining outstanding pursuant to Section 5.01(a) until
      the
      Class Certificate Principal Balances thereof have been reduced to zero, provided
      that on such Distribution Date either clause (i) or (ii) in the definition
      of
      the Two Times Test has not been met. On each Distribution Date on which any
      two
      of the Group 1 Certificates, Group 2 Certificates or Group 3 Certificates remain
      outstanding, any amounts distributable pursuant to this Section 5.01(f)(i)
      shall
      be distributed in proportion to the aggregate Class Certificate Principal
      Balances of such remaining Classes of Senior Certificates in Certificate Group
      1, Certificate Group 2 or Certificate Group 3 immediately prior to such
      Distribution Date.

    


    (ii) (A) On
      any
      Distribution Date on which any of the Group 1 Certificates, Group 2 Certificates
      or Group 3 Certificates constitutes an Undercollateralized Group, all amounts
      otherwise distributable as Available Funds on the Subordinate Certificates,
      in
      reverse order of priority (or, following the Senior Credit Support Depletion
      Date, such other amounts described in the immediately following sentence),
      will
      be distributed as principal to the Senior Certificates of such
      Undercollateralized Group pursuant to Section 5.01(a) first,
      up to
      the sum of the Accrued Interest Amount and the Principal Deficiency Amount
      for
      the related Undercollateralized Group (such distribution, an “Undercollateralization
      Distribution”)
      and
second,
      to pay
      to the Subordinate Certificates and the Class A-R Certificate in the same order
      and priority as provided in Section 5.01(a)(iv). In the event that any Group
      1
      Certificates, Group 2 Certificates or Group 3 Certificates constitutes an
      Undercollateralized Group on any Distribution Date following the Senior Credit
      Support Depletion Date, Undercollateralization Distributions will be made from
      any Available Funds for a Loan Group not related to an Undercollateralized
      Group
      remaining after all required amounts have been distributed to the related Class
      of Senior Certificates. Undercollateralization Distributions will be applied
      first
      to pay
      accrued but unpaid interest, if any, and second
      to pay
      principal in the same priority and allocation provided in Section
      5.01(a).

    


    (B) If
      on any
      Distribution Date any two of the Group 1 Certificates, Group 2 Certificates
      or
      Group 3 Certificates are Undercollateralized Groups, the distribution described
      in paragraph (ii)(A) above will be made, in the case of Accrued Interest
      Amounts, pro
      rata
      based
      upon such Accrued Interest Amounts, and, in the case of Principal Deficiency
      Amounts, in proportion to the amount by which the aggregate Class Certificate
      Principal Balance of each Class of Senior Certificates relating to either Loan
      Group 1, Loan Group 2 or Loan Group 3, after giving effect to distributions
      pursuant to Section 5.01(a) on such Distribution Date, exceeds the Loan Group
      Balance of the related Loan Group for such Distribution Date.

    


    
      
        
          
          

        

        
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    (g) Distributions
      on Physical Certificates.
      The
      Securities Administrator shall make distributions pursuant to Section 5.01
      and
      Section 5.02 in respect of a Distribution Date to each Certificateholder of
      record on the related Record Date (other than as provided in Section 10.01
      hereof respecting the final distribution), in the case of Certificateholders
      of
      the Physical Certificates, by check or money order mailed to such
      Certificateholder at the address appearing in the Certificate Register, or
      by
      wire transfer. Distributions among Certificateholders of a Class shall be made
      in proportion to the Percentage Interests evidenced by the Certificates of
      that
      Class held by such Certificateholders.

    


    (h) Distributions
      on Book-Entry Certificates.
      Each
      distribution pursuant to Section 5.01 and Section 5.02 with respect to a
      Book-Entry Certificate shall be paid to the Depository, which shall credit
      the
      amount of such distribution to the accounts of its Depository Participants
      in
      accordance with its normal procedures. Each Depository Participant shall be
      responsible for disbursing such distribution to the Certificate Owners that
      it
      represents and to each indirect participating brokerage firm (a “brokerage firm”
or “indirect participating firm”) for which it acts as agent. Each brokerage
      firm shall be responsible for disbursing funds to the Certificate Owners that
      it
      represents. All such credits and disbursements with respect to a Book-Entry
      Certificate are to be made by the Depository and the Depository Participants
      in
      accordance with the provisions of the Certificates. None of the Securities
      Administrator, Trustee, the Depositor or the Seller shall have any
      responsibility therefor.

    


    SECTION
      5.02. Distributions
      Relating to Loan Group 4 and Related Certificates.

    


    (a) On
      each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), the Securities Administrator shall withdraw funds
      on deposit in the Distribution Account to the extent of Group 4 Available Funds
      for such Distribution Date and, based on the Distribution Date Statement, make
      the following disbursements and transfers in the following order of
      priority:

    


    (i) Group
      4
      Available Funds shall be distributed on each Distribution Date in the following
      order of priority:

    

      
        	 	
                (A)

              	
                to
                  the Holders of the Class 4A-1 Certificates, Class 4A-R Certificates
                  and
                  the Class 4A-X Certificates, the related Interest Distributable
                  Amounts
                  for such date, pro
                  rata
                  (based on the Interest Distributable Amounts to which each such
                  Class is
                  entitled); and

              


      

       

    

    
      	 	
              (B)

            	
              from
                the Group 4 Principal Distribution Amount for such Distribution Date,
                an
                amount equal to the Group 4 Senior Principal Distribution Amount
                for that
                Distribution Date, as follows:

            


    

    


    
      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

    

    


    first,
      to the
      Holder of the Class 4A-R Certificates, until the Class Certificate Principal
      Balance of such Class is reduced to zero; and

    


    second,
      to the
      Holders of the Class 4A-1 Certificates until the Class Certificate Principal
      Balance of such Class is reduced to zero;

    


    (ii) the
      Group
      4 Available Funds remaining after giving effect to the distributions specified
      in subsections (i) above will be distributed to the Certificateholders in the
      following order of priority:

    


    
      	 	
              (A)

            	
              to
                the Holders of the Class 4B-1 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (B)

            	
              to
                the Holders of the Class 4B-1 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (C)

            	
              to
                the Holders of the Class 4B-2 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (D)

            	
              to
                the Holders of the Class 4B-2 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (E)

            	
              to
                the Holders of the Class 4B-3 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (F)

            	
              to
                the Holders of the Class 4B-3 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (G)

            	
              to
                the Holders of the Class 4B-4 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (H)

            	
              to
                the Holders of the Class 4B-4 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (I)

            	
              to
                the Holders of the Class 4B-5 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (J)

            	
              to
                the Holders of the Class 4B-5 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to
                zero;

            


    

    


    
      	 	
              (K)

            	
              to
                the Holders of the Class 4B-6 Certificates, the related Interest
                Distributable Amount for that date;

            


    

    


    
      	 	
              (L)

            	
              to
                the Holders of the Class 4B-6 Certificates, an amount allocable to
                principal equal to its Group 4 Pro
                Rata
                Share for such Distribution Date until the Class Certificate Principal
                Balance of such Class is reduced to zero;
                and

            


    

    


    
      	 	
              (M)

            	
              to
                the Holder of the Class 4A-R Certificate, any Available Funds then
                remaining.

            


    

    


    (b) Amounts
      to be paid to the Holders of a Class of Certificates pursuant to Section 5.02(a)
      shall be payable with respect to all Certificates of that Class, pro
      rata,
      based
      on the Certificate Principal Balance or Certificate Notional Balance, as
      applicable, of each Certificate of that Class.

    


    (c) [Reserved]

    


    (d) On
      each
      Distribution Date, the Interest Distributable Amounts for the Classes of Group
      4
      Senior Certificates and Group 4 Subordinate Certificates on such Distribution
      Date shall be reduced proportionately by Net Interest Shortfalls, based on
      the
      Monthly Interest Distributable Amount otherwise distributable thereon, in each
      case, before taking into account any reduction in those amounts due to such
      Net
      Interest Shortfalls. 

    


    (e) Notwithstanding
      the priority and allocation set forth in Section 5.02(a)(ii) above, if with
      respect to any Class of Group 4 Subordinate Certificates on any Distribution
      Date the sum of the related Group 4 Class Subordination Percentages of such
      Class and of all other Classes of Group 4 Subordinate Certificates which have
      a
      higher numerical Class designation than such Class (the “Group
      4 Applicable
      Credit Support Percentage”)
      is
      less than the Group 4 Original Applicable Credit Support Percentage for such
      Class, no distribution of Principal Prepayments will be made to any such Classes
      (the “Group
      4 Restricted
      Classes”)
      and
      the amount of such Principal Prepayment otherwise distributable to the Group
      4
      Restricted Classes shall be distributed to any Classes of Group 4 Subordinate
      Certificates having lower numerical Class designations than such Class,
pro
      rata,
      based
      on the Class Principal Balances of the respective Classes immediately prior
      to
      such Distribution Date and shall be distributed in the sequential order provided
      in Section 5.02(a)(ii) above.

    


    SECTION
      5.03. Allocation
      of Net Deferred Interest and Realized Losses.

    


    (a) For
      any
      Distribution Date for which there is an amount of Net Deferred Interest with
      respect to the Group 4 Mortgage Loans, such Net Deferred Interest will be
      allocated to each Class of Group 4 Certificates, other than the Class 4A-X
      Certificates, in an amount equal to the excess, if any, for each such Class
      of
      (i) the amount that would have been the Monthly Interest Distributable Amount
      for such Class had the Monthly Interest Distributable Amount been calculated
      based on the applicable Pass-Through Rate rather than the applicable Adjusted
      Pass-Through Rate, over (ii) the actual Monthly Interest Distributable Amount
      for such Date.

    


    
      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

    

    


    (b) On
      each
      Distribution Date, any amount of Net Deferred Interest allocable to a Class
      of
      Certificates (other than the Interest-Only Certificates) on such Distribution
      Date will be added as principal to the outstanding Class Principal Balance
      of
      such Class of Certificates. 

    


    (c) On
      or
      prior to each Determination Date, the Securities Administrator shall aggregate
      the loan-level information provided by the Master Servicer with respect to
      the
      total amount of Realized Losses, if any, with respect to the Mortgage Loans
      in
      each Loan Group for the related Distribution Date and include such information
      in the Distribution Date Statement.

    


    (d) Realized
      Losses with respect to each Loan Group shall be allocated on any Distribution
      Date as follows:

    


    first,
      in the
      case of Realized Losses relating to Loan Group 1, Loan Group 2 and Loan Group
      3,
      to the Subordinate Certificates in reverse order of their respective numerical
      Class designations (beginning with the Class of Subordinate Certificates with
      the highest numerical Class designation) until the Class Certificate Principal
      Balance of each such Class is reduced to zero and, in the case of Realized
      Losses relating to Loan Group 4, to the Group 4 Subordinate Certificates in
      reverse order of their respective numerical Class designation (beginning with
      the Class of Group 4 Subordinate Certificates with the highest numerical Class
      designation) until the Class Principal Balance of each such Class is reduced
      to
      zero; and

    


    second, 

    


    (A) with
      respect to Loan Group 1, to the Class 1A-1, Class 1A-2 and Class A-R
      Certificates, pro
      rata,
      until
      the Class Certificate Principal Balance of each such Class is reduced to zero;
      provided,
      however,
      that any
      such Realized Losses that would otherwise be allocated to the Class 1A-1
      Certificates shall instead be allocated to the Class 1A-2 Certificates until
      the
      Class Certificate Principal Balance of the Class 1A-2 Certificates has been
      reduced to zero; 

    


    (B) with
      respect to Loan Group 2, to the Class 2A-1 Certificates, until the Class
      Certificate Principal Balance of such Class is reduced to zero; 

    


    (C) with
      respect to Loan Group 3, to the Class 3A-1, Class 3A-2, Class 3A-3 and Class
      3A-4 Certificates, pro
      rata,
      until
      the Class Certificate Principal Balance of each such Class is reduced to zero;
      provided,
      however,
      that any
      such Realized Losses that would otherwise be allocated to the Class 3A-1
      Certificates shall instead be allocated to the Class 3A-3 Certificates until
      the
      Class Certificate Principal Balance of the Class 3A-3 Certificates has been
      reduced to zero; and provided,
      further,
      that any
      such Realized Losses that would otherwise be allocated to the Class 3A-2
      Certificates shall instead be allocated to the Class 3A-4 Certificates until
      the
      Class Certificate Principal Balance of the Class 3A-4 Certificates have been
      reduced to zero; and

    


    
      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

    

    


    (D) with
      respect to Loan Group 4, to the Class 4A-1 Certificates, until the Class
      Certificate Principal Balance of such Class is reduced to zero. 

    


    (e) The
      Class
      Certificate Principal Balance of the Class of Subordinate Certificates then
      outstanding with the highest numerical Class designation shall be reduced on
      each Distribution Date by the amount, if any, by which the aggregate of the
      Class Certificate Principal Balances of all outstanding Classes of Certificates
      relating to Loan Group 1, Loan Group 2 and Loan Group 3 (after giving effect
      to
      the distribution of principal and the allocation of Realized Losses on such
      Distribution Date) exceeds the aggregate of the Stated Principal Balances of
      all
      the Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3 for the
      following Distribution Date. The Class Principal Balance of the Class of Group
      4
      Subordinate Certificates then outstanding with the highest numerical Class
      designation shall be reduced on each Distribution Date by the amount, if any,
      by
      which the aggregate of the Class Principal Balances of all outstanding Group
      4
      Certificates (after giving effect to the distribution of principal and the
      allocation of Realized Losses on such Distribution Date) exceeds the aggregate
      of the Stated Principal Balances of all the Group 4 Mortgage Loans for the
      following Distribution Date.

    


    (f) Any
      Realized Loss allocated to a Class of Certificates or any reduction in the
      Class
      Certificate Principal Balance of a Class of Certificates pursuant to Section
      5.03(d) or (e) shall be allocated among the Certificates of such Class,
pro
      rata,
      in
      proportion to their respective Certificate Principal Balances.

    


    (g) Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Principal Balance of a Certificate pursuant to Section 5.03(d)
      or
      (e) shall be accomplished by reducing the Certificate Principal Balance thereof
      immediately following the distributions made on the related Distribution Date
      in
      accordance with the definition of “Certificate Principal Balance.”

    


    SECTION
      5.04. Statements. 

    


    (a) Concurrently
      with each distribution to Certificateholders, the Securities Administrator
      shall
      make available to each Certificateholder, the Seller, the Master Servicer,
      the
      Trustee and the Rating Agencies, a statement based, as applicable, on loan-level
      information provided to it by the Master Servicer and the Servicers (the
“Distribution
      Date Statement”)
      as to
      the distributions to be made or made, as applicable, on such Distribution Date.
      The Distribution Date Statement shall include the following:

    


    (i) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to principal;

    


    (ii) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to interest;

    


    
      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      

    

    


    (iii) the
      Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage and
      Subordinate Prepayment Percentage with respect to Loan Group 1, Loan Group
      2 and
      Loan Group 3 for the following Distribution Date;

    


    (iv) the
      Group
      4 Senior Percentage, the Group 4 Senior Prepayment Percentage, the Group 4
      Subordinate Percentage and the Group 4 Subordinate Prepayment Percentage with
      respect to Loan Group 4 for the following Distribution Date;

    


    (v) the
      aggregate amount of servicing compensation received by each Servicer during
      the
      related Due Period;

    


    (vi) the
      aggregate amount of Advances for the related Due Period and the amount of
      unreimbursed Advances as reported by each Servicer;

    


    (vii) the
      Loan
      Group Balance and related Net WAC for each Loan Group at the Close of Business
      at the end of the related Due Period;

    


    (viii) [reserved].

    


    (ix) the
      aggregate Principal Balance of the One-Month LIBOR Indexed, Six-Month LIBOR
      Indexed, One-Year LIBOR Indexed and One-Year MTA Indexed Mortgage Loans at
      the
      Close of Business at the end of the related Due Period (for Loan Groups 1
      through 3 in the aggregate and for Loan Group 4 separately);

    


    (x) the
      amount of the Master Servicer Fees paid to or retained by the Master
      Servicer;

    


    (xi) the
      aggregate amount of Servicing Fees paid to or retained by the
      Servicers;

    


    (xii) to
      the
      extent that such amounts are paid out of the Distribution Account, the amount
      of
      fees, expenses or indemnification amounts paid by the Trust with an
      identification of the general purpose of such amounts and the party receiving
      such amounts;

    


    (xiii) for
      each
      Loan Group, the number, weighted average remaining term to maturity, weighted
      average life and weighted average Loan Rate of the related Mortgage Loans as
      of
      the related Due Date;

    


    (xiv) the
      number and aggregate unpaid principal balance of Mortgage Loans, in the
      aggregate and for each Loan Group, using the “MBA” method (a) 30 to 59 days
      Delinquent, (b) 60 to 89 days Delinquent, (c) 90 or more days Delinquent, (d)
      as
      to which foreclosure proceedings have been commenced and (e) in bankruptcy,
      in
      each case as of the close of business on the last day of the preceding calendar
      month;

    


    (xv) the
      rolling six-month delinquency rate for that Distribution Date;

    


    (xvi) the
      total
      number and cumulative principal balance of all REO Properties in each Loan
      Group
      as of the Close of Business of the last day of the preceding Due
      Period;

    


    
      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      

    

    


    (xvii) the
      aggregate amount of Principal Prepayments and Prepayment Penalty Amounts with
      respect to each Loan Group made during the related Prepayment
      Period;

    


    (xviii) the
      aggregate amount of Realized Losses for each Loan Group and Recoveries incurred
      during the related Due Period and the cumulative amount of Realized Losses
      and
      Recoveries as of such Distribution Date;

    


    (xix) the
      cumulative amount of Realized Losses for each Loan Group;

    


    (xx) the
      Realized Losses and Recoveries, if any, allocated to each Class of Certificates
      on the related Distribution Date;

    


    (xxi) the
      Class
      Certificate Principal Balance of each Class of Certificates and the Apportioned
      Principal Balances of the Subordinate Certificates after giving effect to any
      distributions made thereon, on such Distribution Date;

    


    (xxii) the
      Interest Distributable Amount in respect of each Class of Certificates, for
      such
      Distribution Date and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

    


    (xxiii) the
      aggregate amount of any Net Interest Shortfalls and the Unpaid Interest
      Shortfall Amount for such Distribution Date;

    


    (xxiv) the
      Available Funds with respect to each of Loan Groups 1, 2 and 3 and the Group
      4
      Available Funds with respect to Loan Group 4;

    


    (xxv) the
      Pass-Through Rate and Adjusted Pass-Through Rate (in the case of the Group
      4
      Certificates other than the Class 4-AX Certificates) for each Class of
      Certificates for such Distribution Date 

    


    (xxvi) the
      aggregate Principal Balance of Mortgage Loans purchased hereunder by the Seller
      during the related Due Period; 

    


    (xxvii) the
      amount of any Principal Deficiency Amounts or Accrued Interest Amounts paid
      to
      an Undercollateralized Group with respect to Loan Groups 1, 2 and 3 or amounts
      paid pursuant to Section 5.01(f)(i);

    


    (xxviii) the
      total
      number of Mortgage Loans in the aggregate and the aggregate Stated Principal
      Balance for the Group 1 Mortgage Loans (also separately stating such information
      for the Adjustable Rate Mortgage Loans, the Three-Year Hybrid Mortgage Loans
      and
      the Five-Year Hybrid Mortgage Loans), the Group 2 Mortgage Loans, the Group
      3
      Mortgage Loans and Group 4 Mortgage Loans (also stating separately such
      information for Negative Amortization Loans), in each case at the close of
      business at the end of the related Due Period;

    


    (xxix) with
      respect to Group 4 Mortgage Loans, the amount of any Deferred Interest and
      Net
      Deferred Interest, if any, and the amount of any Net Deferred Interest, if
      any,
      added to the Class Principal Balance of the Group 4 Certificates;
      and

    


    
      
        
          
          

        

        
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    (xxx) with
      respect to Mortgage Loans serviced by Cenlar, but only if such Mortgage Loans
      were subject to a modification of terms made during the related Due Period
      as
      part of a loss mitigation strategy, the following items:

    


    (a) the
      percentage (by outstanding Principal Balance) and the number of Mortgage Loans
      that were modified in the related Due Period;

    


    (b) the
      cumulative percentage (by Cut-Off Date Principal Balance) of modified mortgage
      loans;

    


    (c) the
      amount of principal forgiven with respect to modified Mortgage Loans for the
      related Due Period;

    


    (d) the
      cumulative amount of principal forgiven with respect to modified Mortgage Loans
      from the Closing Date;

    


    (e) the
      percentage (by outstanding Principal Balance) of modified Mortgage Loans that
      are included in the delinquency trigger calculation for purposes of the Step
      Down Conditions, the Two Times Test, the Group 4 Step Down Conditions and the
      Group 4 Two Times Test;

    


    (f) the
      delinquency status of the modified Mortgage Loans both pre- and post-
      modification;

    


    (g) the
      number of times the Mortgage Loan has been subject to modification;

    


    (h) the
      effective date of the modification;

    


    (i) the
      number of modifications made to Mortgage Loans in the last twelve
      months;

    


    (j) the
      percentage (by outstanding Principal Balance) of modified Mortgage Loans that
      are current or delinquent in payment and the delinquency status of the modified
      Mortgage Loans from the Closing Date; and

    


    (k) the
      Loan
      Rate of the modified Mortgage Loans pre- and post- modification.

    


    The
      Securities Administrator will make the Distribution Date Statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders and the other parties to
      this
      Agreement via the Securities Administrator’s internet website. The Securities
      Administrator’s internet website shall initially be located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-866-846-4526. Parties that are unable
      to use the above distribution option are entitled to have a paper copy mailed
      to
      them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      reports are distributed in order to make such distribution more convenient
      and/or more accessible to the parties, and the Securities Administrator shall
      provide timely and adequate notification to all parties regarding any such
      change.

    


    
      
        
          
          

        

        
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    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-Off
      Date.

    


    (l) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon written request, furnish to each Person who at any
      time during the calendar year was a Certificateholder of a Regular Certificate,
      if requested in writing by such Person, such information as is reasonably
      necessary to provide to such Person a statement containing the information
      set
      forth in subclauses (i), (ii) and (iv) above, aggregated for such calendar
      year
      or applicable portion thereof during which such Person was a Certificateholder
      and such other customary information which a Certificateholder reasonably
      requests to prepare its tax returns. Such obligation of the Securities
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be prepared and furnished by the
      Securities Administrator to Certificateholders pursuant to any requirements
      of
      the Code as are in force from time to time.

    


    (m) On
      each
      Distribution Date, the Securities Administrator shall supply an electronic
      tape
      to Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg
      Financial Markets, Inc. on a monthly basis, and shall supply an electronic
      tape
      to Loan Performance and Intex Solutions in a format acceptable to Loan
      Performance and Intex Solutions on a monthly basis.

    


    SECTION
      5.05. Remittance
      Reports; Advances. 

    


    (a) No
      later
      than the second Business Day following each Determination Date, the Master
      Servicer shall deliver to the Securities Administrator by telecopy or electronic
      mail (or by such other means as the Master Servicer and the Securities
      Administrator may agree from time to time) the Remittance Report with respect
      to
      the related Distribution Date. Not later than the Close of Business New York
      time three Business Days prior to the related Distribution Date, the Master
      Servicer shall deliver or cause to be delivered to the Securities Administrator
      in addition to the information provided on the Remittance Report, such other
      loan-level information reasonably available to it with respect to the Mortgage
      Loans as the Securities Administrator may reasonably require to perform the
      calculations necessary to make the distributions contemplated by Section 5.01.
      

    


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

    


    
      
        
          
          

        

        
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    SECTION
      5.06. Compensating
      Interest Payments.

    


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

    


    SECTION
      5.07. [Reserved].

    


    SECTION
      5.08. [Reserved].

    


    SECTION
      5.09. [Reserved].

    


    SECTION
      5.10. Recoveries.

    


    (a) The
      Class
      Certificate Principal Balance of any Class of Certificates to which a Realized
      Loss has been allocated (including any such Class for which the related Class
      Certificate Principal Balance has been reduced to zero) will be increased up
      to
      the amount of Recoveries for such Distribution Date as follows:

    


    (i) first,
      to
      increase the Class Certificate Principal Balance of each such Class of Senior
      Certificates of the related Loan Group, up to the amount of Realized Losses
      previously allocated to reduce the Class Certificate Principal Balance for
      each
      such Class, and

    


    (ii) second,
      to
      increase the Class Certificate Principal Balance of each such Class of
      Subordinate Certificates (in the case of Recoveries relating to Loan Groups
      1, 2
      and 3) and each Class of Group 4 Subordinate (in the case of Recoveries relating
      to Group 4 Mortgage Loans), in each case in order of seniority, up to the amount
      of Realized Losses previously allocated to reduce the Class Certificate
      Principal Balance for each such Class.

    


    (b) Any
      increase to the Class Certificate Principal Balance of a Class of Certificates
      shall increase the Certificate Principal Balance of each Certificate of the
      related Class pro
      rata
      in
      accordance with the applicable Percentage Interest.

    


    
      
        
          
          

        

        
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    ARTICLE
      VI

    


    THE
      CERTIFICATES

    


    SECTION
      6.01. The
      Certificates.

    


    The
      Certificates shall be substantially in the form annexed hereto as Exhibit A
      through E. Each of the Certificates shall, on original issue, be executed by
      the
      Securities Administrator, and authenticated and delivered by the Securities
      Administrator upon the written order of the Depositor concurrently with the
      sale
      and assignment to the Trustee of the Trust Fund. Each Class of the Regular
      Certificates shall be initially evidenced by one or more Certificates
      representing a Percentage Interest with a minimum dollar denomination of $25,000
      and integral dollar multiples of $1 in excess thereof, in the case of the Class
      1A-1, Class 1A-2, Class 2A-1, Class 3A-1, Class 3A-2, Class 3A-3, Class 3A-4,
      Class B-1, Class B-2, Class B-3, Class 4A-1, Class 4B-1, Class 4B-2 and Class
      4B-3 Certificates (provided,
      that,
      such Certificates must be purchased in minimum total investments of at least
      $100,000), $100,000 minimum notional amounts and increments of $1,000 in excess
      thereof, in the case of the Class 1-AX, Class 2-AX, Class 3-AX1, Class 3-AX2
      and
      Class 4-AX Certificates and $100,000 and integral dollar multiples of $1 in
      excess thereof, in the case of the Class B-4, Class B-5, Class B-6, Class 4B-4,
      Class 4B-5 and Class 4B-6 Certificates, except that one Certificate of each
      such
      Class of Certificates may be in a different denomination so that the sum of
      the
      denominations of all outstanding Certificates of such Class shall equal the
      Class Certificate Principal Balance or Class Certificate Notional Balance of
      such Class on the Closing Date. Each of the Class A-R Certificates and Class
      4-AX Certificates are issuable only in a Percentage Interest of 100%.


    


    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Trustee by a Responsible Officer or the Securities
      Administrator. Certificates bearing the manual or facsimile signatures of
      individuals who were, at the time when such signatures were affixed, authorized
      to sign on behalf of the Trustee or Securities Administrator shall bind the
      Trust, notwithstanding that such individuals or any of them have ceased to
      be so
      authorized prior to the authentication and delivery of such Certificates or
      did
      not hold such offices at the date of such Certificate. No Certificate shall
      be
      entitled to any benefit under this Agreement or be valid for any purpose, unless
      such Certificate shall have been manually authenticated by the Trustee or
      Securities Administrator substantially in the form provided for herein, and
      such
      authentication upon any Certificate shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their authentication.
      Subject to Section 6.02(c), the Senior Certificates and the Group 4 Senior
      Certificates (other than the Classes Residual Certificates) and each Class
      of
      Subordinate Certificates and Group 4 Subordinate Certificates shall be
      Book-Entry Certificates. Each Class of Residual Certificates shall each be
      issued as Physical Certificates in definitive, fully registered form with the
      applicable legends set forth in Exhibit C-1 and Exhibit C-2,
      respectively.

    


    The
      Private Certificates shall be offered and sold in reliance on the exemption
      from
      registration under Rule 144A of the Securities Act and, except in the case
      of
      the Class 4A-R Certificates, shall be issued initially in the form of one or
      more permanent global Certificates in definitive, fully registered form with
      the
      applicable legends set forth in Exhibit D-1 (each, a “Restricted
      Global Security”),
      which
      shall be deposited on behalf of the subscribers for such Certificates
      represented thereby with the Securities Administrator, as custodian for DTC
      and
      registered in the name of a nominee of DTC, duly executed and authenticated
      by
      the Securities Administrator as hereinafter provided. The aggregate principal
      amounts of the Restricted Global Securities may from time to time be increased
      or decreased by adjustments made on the records of the Securities Administrator
      and DTC or its nominee, as the case may be, as hereinafter
      provided.

    


    
      
        
          
          

        

        
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    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates. 

    


    (a) The
      Certificate Registrar shall cause to be kept at the Corporate Trust Office
      a
      Certificate Register in which, subject to such reasonable regulations as it
      may
      prescribe, the Certificate Registrar shall provide for the registration of
      Certificates and of transfers and exchanges of Certificates as herein provided.
      The Securities Administrator shall initially serve as Certificate Registrar
      for
      the purpose of registering Certificates and transfers and exchanges of
      Certificates as herein provided.

    


    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph (or, so long as the Securities Administrator serves as
      Certificate Registrar, the office of the Certificate Registrar located at Sixth
      Street and Marquette Avenue, Minneapolis, Minnesota 55479, or such other office
      or agency that the Certificate Registrar shall designate), the Securities
      Administrator on behalf of the Trust shall execute, authenticate and deliver,
      in
      the name of the designated transferee or transferees, one or more new
      Certificates of the same aggregate Percentage Interest.

    


    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Securities Administrator shall execute on behalf of the Trust and authenticate
      and deliver the Certificates which the Certificateholder making the exchange
      is
      entitled to receive. Every Certificate presented or surrendered for registration
      of transfer or exchange shall (if so required by the Securities Administrator
      or
      the Certificate Registrar) be duly endorsed by, or be accompanied by a written
      instrument of transfer satisfactory to the Securities Administrator and the
      Certificate Registrar duly executed by, the Holder thereof or his attorney
      duly
      authorized in writing.

    


    (b) Except
      as
      provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at
      all
      times remain registered in the name of the Depository or its nominee and at
      all
      times: (i) registration of such Certificates may not be transferred by the
      Securities Administrator or the Certificate Registrar except to another
      Depository; (ii) the Depository shall maintain book-entry records with respect
      to the Certificate Owners and with respect to ownership and transfers of such
      Certificates; (iii) ownership and transfers of registration of such Certificates
      on the books of the Depository shall be governed by applicable rules established
      by the Depository; (iv) the Depository may collect its usual and customary
      fees,
      charges and expenses from its Depository Participants; (v) the Trustee, the
      Securities Administrator and the Certificate Registrar shall for all purposes
      deal with the Depository as representative of the Certificate Owners of the
      Certificates for purposes of exercising the rights of Holders under this
      Agreement, and requests and directions for and votes of such representative
      shall not be deemed to be inconsistent if they are made with respect to
      different Certificate Owners; (vi) the Trustee, the Securities Administrator
      and
      the Certificate Registrar may rely and shall be fully protected in relying
      upon
      information furnished by the Depository with respect to its Depository
      Participants and furnished by the Depository Participants with respect to
      indirect participating firms and Persons shown on the books of such indirect
      participating firms as direct or indirect Certificate Owners; and (vii) the
      direct participants of the Depository shall have no rights under this Agreement
      under or with respect to any of the Certificates held on their behalf by the
      Depository, and the Depository may be treated by the Securities Administrator,
      the Certificate Registrar and their respective agents, employees, officers
      and
      directors as the absolute owner of the Certificates for all purposes
      whatsoever.

    


    
      
        
          
          

        

        
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    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute a Letter of Representations with the Depository or take such other
      action as may be necessary or desirable to register a Book-Entry Certificate
      to
      the Depository. In the event of any conflict between the terms of any such
      Letter of Representation and this Agreement, the terms of this Agreement shall
      control.

    


    (c) If
      (i)(x)
      the Depository or the Depositor advises the Trustee or the Securities
      Administrator in writing that the Depository is no longer willing or able to
      discharge properly its responsibilities as Depository and (y) the Trustee,
      the
      Securities Administrator or the Depositor is unable to locate a qualified
      successor or (ii) after the occurrence and continuation of an Event of Default,
      Holders of Book-Entry Certificates having not less than 51% of the aggregate
      Certificate Principal Balance of the Certificates advise the Trustee, the
      Securities Administrator and the Depository in writing through the Depository
      Participants that the continuation of a book-entry system with respect to
      Certificates through the Depository (or its successor) is no longer in the
      best
      interests of the Holders, then the Trustee or the Securities Administrator
      shall
      request that the Depository notify all Holders of the occurrence of any such
      event and of the availability of definitive, fully registered Certificates
      to
      Holders requesting the same. Upon surrender to the Certificate Registrar of
      the
      Book-Entry Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Securities Administrator
      shall, at the Seller’s expense, execute on behalf of the Trust and authenticate
      definitive, fully registered certificates (the “Definitive
      Certificates”).
      None
      of the Depositor, the Securities Administrator or the Trustee shall be liable
      for any delay in delivery of such instructions and may conclusively rely on,
      and
      shall be protected in relying on, such instructions. Upon the issuance of
      Definitive Certificates, the Trustee, the Securities Administrator, the
      Certificate Registrar, any Paying Agent and the Depositor shall recognize the
      Holders of the Definitive Certificates as Certificateholders
      hereunder.

    


    (d) No
      transfer, sale, pledge or other disposition of any Private Certificate shall
      be
      made unless such disposition is exempt from the registration requirements of
      the
      Securities Act, and any applicable state securities laws or is made in
      accordance with the Securities Act and laws. Any Private Certificates sold
      to an
“accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities
      Act shall be issued only in the form of one or more Definitive Certificates
      and
      the records of the Securities Administrator and DTC or its nominee shall be
      adjusted to reflect the transfer of such Definitive Certificates. In the event
      of any transfer of any Private Certificate in the form of a Definitive
      Certificate, the transferee shall certify (i) (A) such transfer is made to
      a
      Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by the
      investment letter delivered to the Securities Administrator, in substantially
      the form attached hereto as Exhibit J-2) under the Securities Act, or (B) such
      transfer is made to an “accredited investor” under Rule 501(c)(1), (2), (3) or
      (7) under the Securities Act (as evidenced by an investment letter delivered
      to
      the Securities Administrator, in substantially the form attached hereto as
      Exhibit J-1, and, if so required by the Securities Administrator, a written
      Opinion of Counsel (which may be in-house counsel) acceptable to and in form
      and
      substance reasonably satisfactory to the Securities Administrator is delivered
      to the Securities Administrator that such transfer may be made pursuant to
      an
      exemption, describing the applicable exemption and the basis therefor, from
      the
      Securities Act or is being made pursuant to the Securities Act, which Opinion
      of
      Counsel shall not be an expense of the Trustee, the Securities Administrator
      or
      the Depositor or (ii) the Securities Administrator shall require the transferor
      to execute a transferor certificate and the transferee to execute an investment
      letter acceptable to and in form and substance reasonably satisfactory to the
      Depositor and the Securities Administrator certifying to the Depositor and
      the
      Securities Administrator the facts surrounding such transfer, which investment
      letter shall not be an expense of the Trustee, the Securities Administrator
      or
      the Depositor. Each Holder of a Private Certificate desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee, the Securities
      Administrator, the Seller and the Depositor against any liability that may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws. Notwithstanding the foregoing, any transfer made to
      Thornburg or to another Affiliate of Thornburg will not require any investment
      letter or Opinion of Counsel specified above.

    


    
      
        
          
          

        

        
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    In
      the
      case of a Private Certificate that is a Book-Entry Certificate, for purposes
      of
      the preceding paragraph, the representations set forth in the investment letter
      in clause (i) shall be deemed to have been made to the Securities Administrator
      by the transferee’s acceptance of such Private Certificate that is also a
      Book-Entry Certificate (or the acceptance by a Certificate Owner of the
      beneficial interest in such Certificate).

    


    Except
      for any transfer made to Thornburg or to another Affiliate of Thornburg, no
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made unless the Securities Administrator shall have
      received either (i) a representation from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator (such requirement is satisfied only by the Securities
      Administrator’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit I hereto), to the effect that such
      transferee is not an employee benefit plan subject to ERISA or a plan or
      arrangement subject to Section 4975 of the Code, nor a person acting on behalf
      of any such plan or arrangement nor using the assets of any such plan or
      arrangement to effect such transfer or (ii) such Certificate is subject to
      an
      ERISA-Qualifying Underwriting and if the purchaser is an insurance company,
      a
      representation that the purchaser is an insurance company which is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE
      95-60”)
      and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the
      Securities Administrator, addressed to the Securities Administrator, to the
      effect that the purchase and holding of such ERISA-Restricted Certificate that
      is also a Physical Certificate will not result in a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code and will
      not
      subject the Initial Purchaser, Trustee, the Master Servicer, any Servicer,
      the
      Securities Administrator or the Depositor to any obligation or liability in
      addition to those expressly undertaken in this Agreement, which Opinion of
      Counsel shall not be at the expense of the Trust or any of the above parties.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      an ERISA-Restricted Certificate that is also a Physical Certificate to an
      employee benefit plan subject to ERISA or Section 4975 of the Code without
      the
      delivery to the Securities Administrator of a representation or an Opinion
      of
      Counsel satisfactory to the Securities Administrator as described above shall
      be
      void and of no effect.

    


    
      
        
          
          

        

        
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    In
      the
      case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for
      purposes of clauses (i) or (ii) of the first sentence of the preceding
      paragraph, such representations shall be deemed to have been made to the
      Securities Administrator by the transferee’s acceptance of such ERISA-Restricted
      Certificate that is also a Book-Entry Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in such Certificate).

    


    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      none of the Trustee, the Securities Administrator nor the Certificate Registrar
      shall have any liability to any Person for any registration of transfer of
      any
      ERISA-Restricted Certificate that is in fact not permitted by this Section
      6.02(d) or for making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered by the Securities
      Administrator or the Certificate Registrar in accordance with the foregoing
      requirements. In addition, none of the Trustee, the Securities Administrator
      nor
      the Certificate Registrar shall be required to monitor, determine or inquire
      as
      to compliance with the transfer restrictions with respect to any such
      Certificate in the form of a Book-Entry Certificate, and neither the Securities
      Administrator nor the Certificate Registrar shall have any liability for
      transfers of Book-Entry Certificates or any interests therein made in violation
      of the restrictions on transfer described in the Prospectus Supplement and
      this
      Agreement.

    


    (e) Each
      Person who has or who acquires any Ownership Interest in the Class A-R
      Certificate or the Class 4A-R Certificate shall be deemed by the acceptance
      or
      acquisition of such Ownership Interest to have agreed to be bound by the
      following provisions and to have irrevocably appointed the Depositor or its
      designee as its attorney-in-fact to negotiate the terms of any mandatory sale
      under clause (v) below and to execute all instruments of transfer and to do
      all
      other things necessary in connection with any such sale, and the rights of
      each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

    


    (i) Each
      Person holding or acquiring any Ownership Interest in a Class A-R Certificate
      or
      the Class 4A-R Certificate shall be a Permitted Transferee who acquires such
      Ownership Interest in a Class A-R Certificate or the Class 4A-R Certificate
      for
      its own account and not in the capacity as trustee, nominee or agent for another
      Person and shall promptly notify the Securities Administrator of any change
      or
      impending change in its status as such a Permitted Transferee.

    


    
      
        
          
          

        

        
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    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date and no Ownership Interest in a Residual Certificate may thereafter be
      transferred, and the Securities Administrator shall not register the Transfer
      of
      a Residual Certificate unless, in addition to the certificates required to
      be
      delivered under subsection (d) above, the Securities Administrator shall have
      been furnished with an affidavit (“Transfer
      Affidavit”)
      of the
      initial owner of such Residual Certificate, or proposed transferee of a Residual
      Certificate in the form attached hereto as Exhibit L.

    


    (iii) In
      connection with any proposed transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall as a condition to registration
      of the transfer, require delivery to it of a Transferor Certificate in the
      form
      of Exhibit K hereto from the proposed transferor to the effect that the
      transferor (a) has no knowledge the proposed Transferee is not a Permitted
      Transferee acquiring an Ownership Interest in such Residual Certificate, as
      applicable, for its own account and not in a capacity as trustee, nominee,
      or
      agent for another Person, and (b) has not undertaken the proposed transfer
      in
      whole or in part to impede the assessment or collection of tax.

    


    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of such Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of Transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate. None of the Trustee, the Securities Administrator or the
      Certificate Registrar shall have any liability to any Person for any
      registration of Transfer of a Residual Certificate that is in fact not permitted
      by this Section or for making any distributions due on a Residual Certificate
      to
      the Holder thereof or taking any other action with respect to such Holder under
      the provisions of this Agreement so long as, with respect to the Securities
      Administrator, it has received the documents specified in clause (iii). The
      Securities Administrator shall be entitled to recover from any Holder of such
      Residual Certificate that was in fact not a Permitted Transferee at the time
      such distributions were made all distributions made on such Residual
      Certificate. Any such distributions so recovered by the Securities Administrator
      shall be distributed and delivered by the Securities Administrator to the last
      Holder of such Residual Certificate that is a Permitted Transferee.

    


    (v) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Securities Administrator shall have the right but not the obligation, without
      notice to the Holder of such Residual Certificate or any other Person having
      an
      Ownership Interest therein, to notify the Depositor to arrange for the sale
      of
      such Residual Certificate. The proceeds of such sale, net of commissions (which
      may include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the
      Securities Administrator to the previous Holder of such Residual Certificate
      that is a Permitted Transferee, except that in the event that the Securities
      Administrator determines that the Holder of such Residual Certificate may be
      liable for any amount due under this Section or any other provisions of this
      Agreement, the Securities Administrator may withhold a corresponding amount
      from
      such remittance as security for such claim. The terms and conditions of any
      sale
      under this clause (v) shall be determined in the sole discretion of the
      Securities Administrator and it shall not be liable to any Person having an
      Ownership Interest in such Residual Certificate as a result of its exercise
      of
      such discretion.

    


    
      
        
          
          

        

        
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    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Securities Administrator upon receipt of reasonable compensation will provide
      to
      the Internal Revenue Service, and to the persons specified in Sections
      860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
      under Section 860E(e)(5) of the Code on transfers of residual interests to
      disqualified organizations.

    


    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Trustee,
      the Securities Administrator and the Servicer, in form and substance
      satisfactory to the Trustee and the Securities Administrator, (i) written
      notification from each Rating Agency that the removal of the restrictions on
      Transfer set forth in this Section will not cause such Rating Agency to
      downgrade its ratings of the Certificates and (ii) an Opinion of Counsel to
      the
      effect that such removal will not cause either REMIC created hereunder to fail
      to qualify as a REMIC.

    


    (f) No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar may require payment
      of
      a sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

    


    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

    


    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

    


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

    


    
      
        
          
          

        

        
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    SECTION
      6.04. Persons
      Deemed Owners.

    


    The
      Depositor, the Trustee, the Securities Administrator, the Certificate Registrar,
      any Paying Agent and any agent of the Depositor, the Certificate Registrar,
      any
      Paying Agent, the Securities Administrator or the Trustee may treat the Person,
      including a Depository, in whose name any Certificate is registered as the
      owner
      of such Certificate for the purpose of receiving distributions pursuant to
      Section 5.01 hereof and for all other purposes whatsoever, and none of the
      Trust, the Trustee, the Securities Administrator, the Certificate Registrar,
      the
      Paying Agent or any agent of any of them shall be affected by notice to the
      contrary.

    


    SECTION
      6.05. Appointment
      of Paying Agent.

    


    (a) The
      Paying Agent shall make distributions to Certificateholders from the
      Distribution Account pursuant to Section 5.01 hereof. The duties of the Paying
      Agent may include the obligation to distribute statements and provide
      information to Certificateholders as required hereunder. The Paying Agent
      hereunder shall at all times be an entity duly incorporated and validly existing
      under the laws of the United States of America or any state thereof, authorized
      under such laws to exercise corporate trust powers and subject to supervision
      or
      examination by federal or state authorities. The Paying Agent shall initially
      be
      the Securities Administrator. The Securities Administrator may appoint a
      successor to act as Paying Agent, which appointment shall be reasonably
      satisfactory to the Depositor.

    


    (b) The
      Securities Administrator or the Trustee, as applicable, shall cause the Paying
      Agent (if other than the Trustee or the Securities Administrator) to execute
      and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee that such Paying Agent shall hold all sums, if any, held by it
      for
      payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall agree that it shall comply with all requirements
      of
      the Code regarding the withholding of payments in respect of federal income
      taxes due from Certificate Owners and otherwise comply with the provisions
      of
      this Agreement applicable to it.

    


    ARTICLE
      VII

    


    DEFAULT

    


    SECTION
      7.01. Event
      of Default. 

    


    (a) If
      any
      one of the following events (each, an “Event
      of Default”)
      shall
      occur and be continuing: 

    


    (i) the
      failure by the Master Servicer to (A) make any Advance on the Business Day
      immediately preceding the related Distribution Date or (B) to deposit in the
      Distribution Account any deposit required to be made under the terms of this
      Agreement, and in either case such failure continues unremedied for a period
      of
      three Business Days after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer
      (or, if applicable, such shorter time period as is provided in the penultimate
      sentence of Section 7.01(c)); or

    


    
      
        
          
          

        

        
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    (ii) the
      failure by the Master Servicer duly to observe or perform, in any material
      respect, any other covenants, obligations or agreements of the Master Servicer
      as set forth in this Agreement, which failure continues unremedied for a period
      of 60 days, in each case after the date (A) on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the Master
      Servicer by the Trustee or to the Master Servicer and the Trustee by Holders
      of
      Certificates evidencing at least 25% of the Voting Rights or (B) on which a
      Servicing Officer of the Master Servicer has actual knowledge of such failure
      (or, in the case of a breach of its obligation beyond any applicable cure period
      to provide an assessment of compliance, an attestation report or a
      Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.18, respectively);
      or

    


    (iii) the
      entry
      against the Master Servicer of a decree or order by a court or agency or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a trustee, conservator, receiver or liquidator in any insolvency,
      conservatorship, receivership, readjustment of debt, marshalling of assets
      and
      liabilities or similar proceedings, or for the winding up or liquidation of
      its
      affairs, and the continuance of any such decree or order unstayed and in effect
      for a period of 60 days; or 

    


    (iv) the
      Master Servicer shall voluntarily go into liquidation, consent to the
      appointment of a conservator or receiver or liquidator or similar person in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to the Master Servicer or of or relating
      to
      all or substantially all of its property; or a decree or order of a court or
      agency or supervisory authority having jurisdiction in the premises for the
      appointment of a conservator, receiver, liquidator or similar person in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Master Servicer and such decree or order shall
      have remained in force undischarged, unbonded or unstayed for a period of 60
      days; or the Master Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its
      obligations;

    


    (b) then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied within the applicable grace period, the Trustee shall, at the written
      direction of the Holders of Certificates evidencing Voting Rights aggregating
      not less than 51%, or at its option may, with the consent of Thornburg (not
      to
      be unreasonably withheld), by notice then given in writing to the Master
      Servicer, terminate all of the rights and obligations of the Master Servicer
      as
      servicer under this Agreement. Any such notice to the Master Servicer shall
      also
      be given to each Rating Agency, the Depositor and the Seller. On or after the
      receipt by the Master Servicer (and by the Trustee if such notice is given
      by
      the Holders) of such written notice, all authority and power of the Master
      Servicer under this Agreement, whether with respect to the Certificates or
      the
      Mortgage Loans or otherwise, shall pass to and be vested in the Trustee and
      the
      Trustee is hereby authorized and empowered to execute and deliver, on behalf
      of
      the Master Servicer, as attorney-in-fact or otherwise, any and all documents
      and
      other instruments, and to do or accomplish all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement of each Mortgage Loan and related
      documents or otherwise. The Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the responsibilities and rights of the Master
      Servicer hereunder, including, without limitation, the delivery to the Trustee
      of all documents and records requested by it to enable it to assume the Master
      Servicer's functions under this Agreement within ten Business Days subsequent
      to
      such notice and the transfer within one Business Day subsequent to such notice
      to the Trustee for the administration by it of all cash amounts that shall
      at
      the time be held by the Master Servicer and to be deposited by it in the
      Distribution Account, any REO Account or any Servicing Account or that have
      been
      deposited by the Master Servicer in such accounts or thereafter received by
      the
      Master Servicer with respect to the Mortgage Loans or any REO Property received
      by the Master Servicer. All reasonable costs and expenses (including attorneys'
      fees) incurred in connection with transferring the Master Servicer's duties
      and
      the Mortgage Files to the successor Master Servicer and amending this Agreement
      to reflect such succession as Master Servicer pursuant to this Section shall
      be
      paid by the predecessor Master Servicer (or if the predecessor Master Servicer
      is the Trustee, the initial Master Servicer) upon presentation of reasonable
      documentation of such costs and expenses. The termination of the rights and
      obligations of the Master Servicer shall not affect any liability it may have
      incurred prior to such termination. To the extent that such costs and expenses
      of the Trustee are not fully and timely reimbursed by the predecessor Master
      Servicer, the Trustee shall be entitled to reimbursement of such costs and
      expenses from the Distribution Account.

    


    
      
        
          
          

        

        
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    (c) The
      Securities Administrator shall not later than the close of business on the
      Business Day immediately preceding the related Distribution Date notify the
      Trustee in writing of the Master Servicer’s failure to make any Advance required
      to be made under this Agreement on such date and the amount of such Advance.
      By
      no later than 10:00 A.M. (Chicago time) on the relevant Distribution Date,
      the
      Securities Administrator shall notify the Trustee of the continuance of such
      failure or that the Master Servicer has made the Advance, as the case may be.
      Notwithstanding the terms of the Event of Default described in clause (i)(A)
      of
      Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
      Date from the Securities Administrator of the continuance of the failure of
      the
      Master Servicer to make an Advance, shall, by notice in writing to the Master
      Servicer, which may be delivered by telecopy, immediately suspend all of the
      rights and obligations of the Master Servicer thereafter arising under this
      Agreement, but without prejudice to any rights it may have as a
      Certificateholder or to reimbursement of outstanding Advances or other amounts
      for which the Master Servicer was entitled to reimbursement as of the date
      of
      suspension, and the Trustee, subject to the cure provided for in this paragraph,
      if available, shall act as provided in Section 7.02 to carry out the duties
      of
      the Master Servicer, including the obligation to make any Advance the nonpayment
      of which is described in clause (i)(A) of Section 7.01(a). Any such action
      taken
      by the Trustee must be prior to the distribution on the relevant Distribution
      Date, and shall have all of the rights incidental thereto. If the Master
      Servicer shall within two Business Days following such suspension remit to
      the
      Trustee the amount of any Advance the nonpayment of which by the Master Servicer
      is described in clause (i)(A) of Section 7.01(a), together with all other
      amounts necessary to reimburse the Trustee for actual, necessary and reasonable
      costs incurred by the Trustee because of action taken pursuant to this
      subsection (including interest on any Advance or other amounts paid by the
      Trustee (from and including the respective dates thereof) at a per annum rate
      equal to the prime rate for U.S. money center commercial banks as published
      in
      the Wall
      Street Journal),
      then
      the Trustee, subject to the last two sentences of this paragraph, shall permit
      the Master Servicer to resume its rights and obligations as Master Servicer
      hereunder. If the Master Servicer shall fail to remit such amounts to the
      Trustee within such two Business Days after the Distribution Date, then an
      Event
      of Default shall occur and such notice of suspension shall be deemed to be
      a
      notice of termination without any further action on the part of the Trustee.
      The
      Master Servicer agrees that if it fails to make a required Advance by 10:00
      A.M.
      (Chicago time) on the related Distribution Date on more than two occasions
      in
      any 12 month period, the Trustee shall be under no obligation to permit the
      Master Servicer to resume its rights and obligations as Master Servicer
      hereunder, and notwithstanding the cure period provided in Section
      7.01(a)(i)(A), an Event of Default shall be deemed to have occurred on the
      relevant Distribution Date. 

    


    
      
        
          
          

        

        
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    SECTION
      7.02. Trustee
      to Act.

    


    (a) From
      and
      after the date the Master Servicer (and the Trustee, if notice is sent by the
      Holders) receives a notice of termination pursuant to Section 7.01, the Trustee
      shall be the successor in all respects to the Master Servicer in its capacity
      as
      servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject to all the responsibilities, duties and liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof arising on and after its succession. As compensation therefor, the
      Trustee shall be entitled to such compensation as the Master Servicer would
      have
      been entitled to hereunder if no such notice of termination had been given.
      Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
      Master Servicer or (ii) if the Trustee is legally unable so to act, subject
      to
      the rights of Thornburg under Section 3.33 hereof, the Trustee shall appoint
      or
      petition a court of competent jurisdiction to appoint, any established housing
      and home finance institution, bank or other mortgage loan or home equity loan
      servicer having a net worth of not less than $15,000,000 as the successor to
      the
      Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the appointment of any such successor Master Servicer shall
      not
      result in the qualification, reduction or withdrawal of the ratings assigned
      to
      the Certificates by each Rating Agency as evidenced by a letter to such effect
      from each Rating Agency. Pending appointment of a successor to the Master
      Servicer hereunder, unless the Trustee is prohibited by law from so acting,
      the
      Trustee shall act in such capacity as hereinabove provided. In connection with
      such appointment and assumption, the successor shall be entitled to receive
      compensation out of payments on Mortgage Loans in an amount equal to the
      compensation which the Master Servicer would otherwise have received pursuant
      to
      Section 3.18. The appointment of a successor Master Servicer shall not affect
      any liability of the predecessor Master Servicer which may have arisen under
      this Agreement prior to its termination as Master Servicer to pay any deductible
      under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee
      pursuant to Section 8.05), nor shall any successor Master Servicer be liable
      for
      any acts or omissions of the predecessor Master Servicer or for any breach
      by
      such Master Servicer of any of its representations or warranties contained
      herein or in any related document or agreement. The Trustee and such successor
      shall take such action, consistent with this Agreement, as shall be necessary
      to
      effectuate any such succession. In the event that the Trustee shall not succeed
      to the duties of the Master Servicer pursuant to Section 7.02 hereof, Thornburg
      shall have the right, but not the obligation, to be appointed successor master
      servicer hereunder.

    


    
      
        
          
          

        

        
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    (b) Any
      successor, including the Trustee, to the Master Servicer as Master Servicer
      shall during the term of its service as Master Servicer continue to service
      and
      administer the Mortgage Loans for the benefit of Certificateholders, and
      maintain in force a policy or policies of insurance covering errors and
      omissions in the performance of its obligations as Master Servicer hereunder
      and
      a Fidelity Bond in respect of its officers, employees and agents to the same
      extent as the Master Servicer is so required pursuant to Section 3.04.


    


    (c) Notwithstanding
      anything else herein to the contrary, in no event shall the Trustee be liable
      for any servicing fee or for any differential in the amount of the servicing
      fee
      paid hereunder and the amount necessary to induce any successor Master Servicer
      to act as successor Master Servicer under this Agreement and the transactions
      set forth or provided for herein.

    


    SECTION
      7.03. Waiver
      of Event of Default.

    


    The
      Majority Certificateholders may, on behalf of all Certificateholders, by notice
      in writing to the Trustee, direct the Trustee to waive any events permitting
      removal of any Master Servicer under this Agreement, provided,
      however,
      that the
      Majority Certificateholders may not waive an event that results in a failure
      to
      make any required distribution on a Certificate without the consent of the
      Holder of such Certificate. Upon any waiver of an Event of Default, such event
      shall cease to exist and any Event of Default arising therefrom shall be deemed
      to have been remedied for every purpose of this Agreement. No such waiver shall
      extend to any subsequent or other event or impair any right consequent thereto
      except to the extent expressly so waived. Notice of any such waiver shall be
      given by the Trustee to each Rating Agency.

    


    SECTION
      7.04. Notification
      to Certificateholders.

    


    (a) Upon
      any
      termination or appointment of a successor to any Master Servicer pursuant to
      this Article VII or Section 3.34, the Certificate Registrar or the Trustee,
      if
      the Master Servicer is also the Certificate Registrar and Securities
      Administrator, shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register and to each Rating Agency.

    


    (b) No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute an Event of Default of
      which
      a Responsible Officer of the Trustee becomes aware of the occurrence of such
      an
      event, the Trustee shall transmit by mail to all Certificateholders notice
      of
      such occurrence unless such Event of Default shall have been waived or
      cured.

    


    
      
        
          
          

        

        
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    ARTICLE
      VIII

    


    THE
      TRUSTEE AND THE SECURITIES ADMINISTRATOR

    


    SECTION
      8.01. Duties
      of Trustee and Securities Administrator.

    


    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, and the Securities
      Administrator each undertake to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. If an Event of Default has occurred
      (which has not been cured or waived) of which a Responsible Officer has actual
      knowledge, the Trustee shall exercise such of the rights and powers vested
      in it
      by this Agreement, and use the same degree of care and skill in their exercise,
      as a prudent man would exercise or use under the circumstances in the conduct
      of
      his own affairs, unless the Trustee is acting as successor Master Servicer,
      in
      which case it shall use the same degree of care and skill as the Master Servicer
      hereunder with respect to the exercise of the rights and powers of the Master
      Servicer hereunder.

    


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

    


    On
      each
      Distribution Date, the Securities Administrator shall make monthly distributions
      to the Certificateholders from funds in the Distribution Account, as provided
      in
      Section 10.01 hereof based on the report of the Securities
      Administrator.

    


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

    


    (i) prior
      to
      the occurrence of an Event of Default, and after the curing of all such Events
      of Default which may have occurred, the duties and obligations of the Trustee
      and the Securities Administrator shall be determined solely by the express
      provisions of this Agreement, neither the Trustee nor the Securities
      Administrator shall be liable except for the performance of such of its duties
      and obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Securities Administrator and, in the absence of bad faith on the part
      of
      the Trustee or the Securities Administrator, respectively, the Trustee or the
      Securities Administrator may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, and conforming to the requirements of this
      Agreement;

    


    
      
        
          
          

        

        
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    (ii) neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer of the Trustee or an
      officer of the Securities Administrator, respectively, unless it shall be proved
      that the Trustee or the Securities Administrator, respectively, was negligent
      in
      ascertaining or investigating the facts related thereto;

    


    (iii) neither
      the Trustee nor the Securities Administrator shall be personally liable with
      respect to any action taken, suffered or omitted to be taken by it in good
      faith
      in accordance with the consent or at the direction of Holders of Certificates
      as
      provided herein relating to the time, method and place of conducting any remedy
      pursuant to this Agreement, or exercising or omitting to exercise any trust
      or
      power conferred upon the Trustee or the Securities Administrator, respectively,
      under this Agreement; and

    


    (iv) the
      Trustee shall not be charged with knowledge of any Event of Default or any
      other
      event or matter that may require it to take action or omit to take action
      hereunder unless a Responsible Officer of the Trustee at the Corporate Trust
      Office obtains actual knowledge of such failure or the Trustee receives written
      notice of such Event of Default.

    


    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur financial or other liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or indemnity satisfactory to it against such risk or liability is not
      assured to it, and none of the provisions contained in this Agreement shall
      in
      any event require the Trustee or the Securities Administrator to perform, or
      be
      responsible for the manner of performance of, any of the obligations of the
      Master Servicer under this Agreement, except during such time, if any, as the
      Trustee shall be the successor to, and be vested with the rights, duties, powers
      and privileges of, the Master Servicer in accordance with the terms of this
      Agreement.

    


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

    


    Except
      as
      otherwise provided in Section 8.01 hereof:

    


    (i) the
      Trustee and the Securities Administrator may request and conclusively rely
      upon,
      and shall be fully protected in acting or refraining from acting upon, any
      resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or parties,
      and the manner of obtaining consents and of evidencing the authorization of
      the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee and the Securities Administrator may
      prescribe;

    


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

    


    
      
        
          
          

        

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

    


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

    


    (v) prior
      to
      the occurrence of an Event of Default and after the curing or waiver of all
      Events of Default which may have occurred, the Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or documents, unless requested in writing
      to do so by the Majority Certificateholder; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such cost, expense or liability as a condition
      to
      such proceeding. If the Master Servicer fails to reimburse the Trustee in
      respect of the reasonable expense of every such examination relating to the
      Master Servicer, the Trustee shall be reimbursed by the Trust Fund;

    


    (vi) the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Securities
      Administrator or the Master Servicer until such time as the Trustee may be
      required to act as the Master Servicer pursuant to Section 7.02 hereof and
      thereupon only for the acts or omissions of the Trustee as a successor Master
      Servicer; 

    


    (vii) the
      Trustee and the Securities Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents, nominees, attorneys or a custodian, and shall not be responsible for
      any
      willful misconduct or negligence on the part of any agent, nominee, attorney
      or
      custodian appointed by the Trustee or the Securities Administrator in good
      faith; and

    


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

    


    
      
        
          
          

        

        
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              SECTION
                8.03.

            	
              Trustee
                and the Securities Administrator Not Liable for Certificates, Mortgage
                Loans or Additional Collateral.

            


    

    


    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Trustee or Securities Administrator on the Certificates) shall be taken
      as the statements of the Depositor or the Seller, and the neither Trustee nor
      the Securities Administrator assumes responsibility for the correctness of
      the
      same. Neither the Trustee nor the Securities Administrator makes representations
      or warranties as to the validity or sufficiency of this Agreement or of the
      Certificates (other than the signature and authentication of the Securities
      Administrator on the Certificates) or of any Mortgage Loan or related document
      or of MERS or the MERS System. The Trustee shall not be accountable for the
      use
      or application by the Master Servicer, or for the use or application of any
      funds paid to the Master Servicer in respect of related Mortgage Loans or
      deposited in or withdrawn from the Distribution Account by the Master Servicer
      or the Securities Administrator. Neither the Trustee nor the Securities
      Administrator shall at any time have any responsibility or liability for or
      with
      respect to the legality, validity and enforceability of any Mortgage or any
      Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
      of any such perfection and priority, or for or with respect to the sufficiency
      of the Trust or its ability to generate the payments to be distributed to
      Certificateholders under this Agreement, including, without limitation: the
      existence, condition and ownership of any Mortgaged Property; the existence
      and
      enforceability of any hazard insurance thereon (other than if the Trustee shall
      assume the duties of the Master Servicer pursuant to Section 7.02 hereof);
      the
      validity of the assignment of any Mortgage Loan to the Trustee or of any
      intervening assignment; the completeness of any Mortgage Loan; the performance
      or enforcement of any Mortgage Loan (other than if the Trustee shall assume
      the
      duties of the Master Servicer pursuant to Section 7.02 hereof); the compliance
      by the Depositor or the Seller with any warranty or representation made under
      this Agreement or in any related document or the accuracy of any such warranty
      or representation prior to the Trustee’s receipt of notice or other discovery of
      any non-compliance therewith or any breach thereof; any investment of monies
      by
      or at the direction of the Master Servicer or in the case of the Trustee the
      Securities Administrator or any loss resulting therefrom, it being understood
      that the Trustee shall remain responsible for any Trust property that it may
      hold in its individual capacity and the Securities Administrator shall remain
      responsible for any Trust property that it may hold in its individual capacity;
      the acts or omissions of the Master Servicer (other than as to the Securities
      Administrator, if it is also the Master Servicer, and as to the Trustee, if
      the
      Trustee shall assume the duties of the Master Servicer pursuant to Section
      7.02
      hereof, and then only for the acts or omissions of the Trustee as the successor
      Master Servicer), or any acts or omissions of any Servicer or any Mortgagor;
      any
      action of the Master Servicer (other than as to the Securities Administrator,
      if
      it is also the Master Servicer, and as to the Trustee, if the Trustee shall
      assume the duties of the Master Servicer pursuant to Section 7.02 hereof),
      or in
      the case of the Trustee the Securities Administrator or any Servicer taken
      in
      the name of the Trustee; the failure of the Master Servicer or any Servicer
      to
      act or perform any duties required of it as agent or on behalf of the Trustee
      or
      the Trust hereunder; or any action by the Trustee taken at the instruction
      of
      the Master Servicer (other than if the Trustee shall assume the duties of the
      Master Servicer pursuant to Section 7.02 hereof, and then only for the actions
      of the Trustee as the successor Master Servicer); provided,
      however,
      that the
      foregoing shall not relieve the Trustee of its obligation to perform its duties
      under this Agreement, including, without limitation, the Trustee’s duty to
      review the Mortgage Files, if so required pursuant to Section 2.01 of this
      Agreement.

    


    
      
        
          
          

        

        
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              SECTION
                8.04.

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

            


    

    


    The
      Trustee, the Custodian, the Master Servicer and the Securities Administrator
      in
      their respective individual capacities, or in any capacity other than as
      Trustee, Custodian, Master Servicer or Securities Administrator hereunder,
      may
      become the owner or pledgee of any Certificates with the same rights they would
      have if they were not Trustee, Custodian, Master Servicer or Securities
      Administrator, as applicable, and may otherwise deal with the parties
      hereto.

    


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

    


    The
      Trustee shall be compensated by the Master Servicer for its services hereunder
      on behalf of the Trust in accordance with the fee letter between the Master
      Servicer and the Trustee. The Securities Administrator shall be compensated
      by
      the Master Servicer for its services hereunder from a portion of the Master
      Servicing Fee. In addition, the Trustee (as Trustee and in its individual
      corporate capacity) and the Securities Administrator will be entitled to recover
      from the Distribution Account pursuant to Section 4.05(a) all reasonable
      out-of-pocket expenses, disbursements and advances and the expenses of the
      Trustee (including for such purpose, any fees and expenses relating to its
      capacity as Custodian hereunder to the extent not paid by Thornburg) and the
      Securities Administrator, respectively, including without limitation, in
      connection with any Event of Default, any breach of this Agreement or any claim
      or legal action (including any pending or threatened claim or legal action)
      incurred or made by the Trustee or the Securities Administrator, respectively,
      in the performance of its duties or the administration of the trusts hereunder
      (including the reasonable compensation, expenses and disbursements of its
      counsel) except any such expense, disbursement or advance as may arise from
      its
      negligence or intentional misconduct or which is specifically designated herein
      as the responsibility of the Depositor, the Seller, the Master Servicer, the
      Certificateholders or the Trust hereunder or thereunder. If funds in the
      Distribution Account are insufficient therefor, the Trustee, the Custodian
      and
      the Securities Administrator shall recover such expenses from future collections
      on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such
      compensation and reimbursement obligation shall not be limited by any provision
      of law in regard to the compensation of a trustee of an express
      trust.

    


    SECTION
      8.06. Eligibility
      Requirements for Trustee and Securities Administrator.

    


    The
      Trustee and Securities Administrator hereunder shall at all times be an entity
      duly organized and validly existing under the laws of the United States of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers, each having a combined capital and surplus
      of at
      least $50,000,000 and (except with respect to the initial Trustee) a minimum
      long-term debt rating in the third highest rating category by each Rating Agency
      and in each Rating Agency’s two highest short-term rating categories, and
      subject to supervision or examination by federal or state authority. If such
      entity publishes reports of condition at least annually, pursuant to law or
      to
      the requirements of the aforesaid supervising or examining authority, then
      for
      the purposes of this Section 8.06, the combined capital and surplus
      of such
      entity shall be deemed to be its combined capital and surplus
      as set
      forth in its most recent report of condition so published. The principal office
      of the Trustee (other than the initial Trustee) shall be in a state with respect
      to which an Opinion of Counsel has been delivered to such Trustee at the time
      such Trustee is appointed Trustee to the effect that the Trust will not be
      a
      taxable entity under the laws of such state. In case at any time the Trustee
      or
      the Securities Administrator shall cease to be eligible in accordance with
      the
      provisions of this Section 8.06, the Trustee or the Securities Administrator,
      as
      applicable shall resign immediately in the manner and with the effect specified
      in Section 8.07 hereof.

    


    
      
        
          
          

        

        
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    SECTION
      8.07. Resignation
      or Removal of Trustee and Securities Administrator.

    


    The
      Trustee and Securities Administrator may at any time resign and be discharged
      from the trusts hereby created by giving written notice thereof to the
      Depositor, the Seller, the Master Servicer and each Rating Agency. Upon
      receiving such notice of resignation of the Trustee, the Seller shall promptly
      appoint a successor Trustee that meets the requirements in Section 8.06 or,
      in
      the case of notice of resignation of the Securities Administrator, the Trustee
      shall promptly appoint a successor Securities Administrator that meets the
      requirements in Section 8.06, in each case, by written instrument, in duplicate,
      one copy of which instrument shall be delivered to each of the resigning Trustee
      or Securities Administrator, as applicable, and one copy to the successor
      Trustee or successor Securities Administrator, as applicable. If no successor
      Trustee or successor Securities Administrator, as applicable, shall have been
      so
      appointed and having accepted appointment within 30 days after the giving of
      such notice of resignation, the resigning Trustee or Securities Administrator
      may petition any court of competent jurisdiction for the appointment of a
      successor Trustee or Securities Administrator, as applicable.

    


    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 8.06 hereof or if at any time the
      Trustee or the Securities Administrator shall be legally unable to act, or
      shall
      be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
      Securities Administrator, as applicable, or of its property shall be appointed,
      or any public officer shall take charge or control of the Trustee or the
      Securities Administrator, as applicable, or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, or if the Trustee (in
      its capacity as Custodian) or the Securities Administrator fails to provide
      an
      assessment of compliance or an attestation report required under Section 3.16
      within 15 calendar days of March 1 of each calendar year in which Exchange
      Act
      reports are required then the Seller may remove the Trustee or the Trustee
      may
      remove the Securities Administrator, as applicable. If the Seller or the Trustee
      removes the Trustee or the Securities Administrator, respectively under the
      authority of the immediately preceding sentence, the Seller or the Trustee
      shall
      promptly appoint a successor Trustee or successor Securities Administrator
      that
      meets the requirements of Section 8.06, as applicable, by written instrument,
      in
      triplicate, one copy of which instrument shall be delivered to the Trustee
      or
      the Securities Administrator, as applicable, so removed, one copy to the
      successor Trustee or successor Securities Administrator, as applicable, and
      one
      copy to the Master Servicer.

    


    The
      Majority Certificateholders may at any time remove the Trustee or the Securities
      Administrator by written instrument or instruments delivered to the Seller
      and
      the Trustee; the Seller shall thereupon use its best efforts to appoint a
      successor Trustee or successor Securities Administrator, as applicable, in
      accordance with this Section. 

    


    
      
        
          
          

        

        
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    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor Trustee or a successor Securities Administrator,
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee or a
      successor Securities Administrator, as applicable, as provided in Section 8.08
      hereof. If the Trustee or the Securities Administrator is removed pursuant
      to
      this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and
      expenses, and if removed under the authority of the immediately preceding
      paragraph, the Trustee or the Securities Administrator shall also be reimbursed
      any outstanding and unpaid costs and expenses.

    


    Notwithstanding
      anything to the contrary contained herein, in the event that the Master Servicer
      resigns or is removed as Master Servicer hereunder, the Securities Administrator
      shall have the right to resign immediately as Securities Administrator by giving
      written notice to the Seller and the Trustee, with a copy to each Rating Agency;
      provided that such resignation shall not become effective until acceptance
      of
      appointment by a successor Securities Administrator. Notwithstanding anything
      to
      the contrary herein, in the event that the Securities Administrator resigns
      or
      is removed as Securities Administrator hereunder, the Master Servicer shall
      have
      the right to resign immediately as Master Servicer by giving written notice
      to
      the Seller and the Trustee, with a copy to each Rating Agency; provided that
      such resignation shall not become effective until acceptance of appointment
      by a
      successor Master Servicer.

    


    SECTION
      8.08. Successor
      Trustee and Successor Securities Administrator.

    


    Any
      successor Trustee or successor Securities Administrator appointed as provided
      in
      Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
      the
      Seller and the Master Servicer and to its predecessor Trustee or Securities
      Administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor Trustee or Securities
      Administrator shall become effective, and such successor Trustee or successor
      Securities Administrator, without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with like effect as if originally named as Trustee or
      Securities Administrator. The Depositor, the Seller, the Master Servicer and
      the
      predecessor Trustee or Securities Administrator shall execute and deliver such
      instruments and do such other things as may reasonably be required for fully
      and
      certainly vesting and confirming in the successor Trustee or Securities
      Administrator, as applicable, all such rights, powers, duties and
      obligations.

    


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

    


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

    


    
      
        
          
          

        

        
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    SECTION
      8.09. Merger
      or Consolidation of Trustee or Securities Administrator.

    


    Any
      entity into which the Trustee or the Securities Administrator may be merged
      or
      converted or with which it may be consolidated, or any entity resulting from
      any
      merger, conversion or consolidation to which the Trustee or the Securities
      Administrator shall be a party, or any entity succeeding to the corporate trust
      business of the Trustee or the Securities Administrator, shall be the successor
      of the Trustee or the Securities Administrator, as applicable, hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08 hereof, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

    


    SECTION
      8.10. Appointment
      of Co-Trustee or Separate Trustee.

    


    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust or
      any
      Mortgaged Property may at the time be located, the Depositor and the Trustee
      acting jointly shall have the power, and the Trustee shall, and shall instruct
      the Depositor to, execute and deliver all instruments to appoint one or more
      Persons, approved by the Trustee to act as co-trustee or co-trustees, jointly
      with the Trustee, or separate trustee or separate trustees, of all or any part
      of the Trust, and to vest in such Person or Persons, in such capacity and for
      the benefit of the Certificateholders, such title to the Trust, or any part
      thereof, and, subject to the other provisions of this Section 8.10, such powers,
      duties, obligations, rights and trusts as the Master Servicer and the Trustee
      may consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 8.06 hereof, and no notice to Certificateholders of the appointment
      of
      any co-trustee or separate trustee shall be required under Section 8.08
      hereof.

    


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

    


    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust or any portion thereof in any such jurisdiction) shall be exercised
      and performed singly by such separate trustee or co-trustee, but solely at
      the
      direction of the Trustee;

    


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

    


    (iii) the
      Depositor and the Trustee, acting jointly may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

    


    
      
        
          
          

        

        
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    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor.

    


    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

    


    SECTION
      8.11. Limitation
      of Liability.

    


    The
      Certificates are executed by the Securities Administrator, not in its individual
      capacity but solely as Securities Administrator on behalf of the Trust, in
      the
      exercise of the powers and authority conferred and vested in it by this
      Agreement. Each of the undertakings and agreements made on the part of the
      Securities Administrator in the Certificates is made and intended not as a
      personal undertaking or agreement by the Trustee but is made and intended for
      the purpose of binding only the Trust.

    


    SECTION
      8.12. Trustee
      May Enforce Claims Without Possession of Certificates.

    


    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee (for the avoidance of doubt, in its
      individual capacity and as Trustee on behalf of the Trust), its agents and
      counsel, be for the ratable benefit or the Certificateholders in respect of
      which such judgment has been recovered.

    


    (b) The
      Trustee shall afford the Seller, the Depositor and each Certificateholder upon
      reasonable notice during normal business hours at its Corporate Trust Office
      or
      other office designated by the Trustee, access to all records maintained by
      the
      Trustee in respect of its duties hereunder and access to officers of the Trustee
      responsible for performing such duties. The Trustee shall cooperate fully with
      the Seller, the Depositor and such Certificateholder and shall, subject to
      the
      first sentence of this Section 8.12(b), make available to the Seller, the
      Depositor and such Certificateholder for review and copying such books,
      documents or records as may be requested with respect to the Trustee’s duties
      hereunder. The Seller, the Depositor and the Certificateholders shall not have
      any responsibility or liability for any action or failure to act by the Trustee
      and are not obligated to supervise the performance of the Trustee under this
      Agreement or otherwise.

    


    
      
        
          
          

        

        
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    (c) The
      Securities Administrator shall afford the Seller, the Depositor, the Trustee
      and
      each Certificateholder upon reasonable notice during normal business hours
      at
      its offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 or other office
      designated by the Securities Administrator, access to all records maintained
      by
      the Securities Administrator in respect of its duties hereunder and access
      to
      officers of the Securities Administrator responsible for performing such duties.
      Upon request, the Securities Administrator shall furnish the Depositor and
      any
      requesting Certificateholder with its most recent audited financial statements.
      The Securities Administrator shall cooperate fully with the Seller, the
      Depositor, the Trustee and such Certificateholder and shall, subject to the
      first sentence of this Section 8.12(c), make available to the Seller, the
      Depositor and such Certificateholder for review and copying such books,
      documents or records as may be requested with respect to the Securities
      Administrator’s duties hereunder. The Seller, the Depositor, the Trustee and the
      Certificateholders shall not have any responsibility or liability for any action
      or failure to act by the Securities Administrator and are not obligated to
      supervise the performance of the Securities Administrator under this Agreement
      or otherwise.

    


    SECTION
      8.13. Suits
      for Enforcement.

    


    In
      case
      an Event of Default or a default by the Depositor hereunder shall occur and
      be
      continuing, the Trustee may proceed to protect and enforce its rights and the
      rights of the Certificateholders under this Agreement, as the case may be,
      by a
      suit, action or proceeding in equity or at law or otherwise, whether for the
      specific performance of any covenant or agreement contained in this Agreement
      or
      in aid of the execution of any power granted in this Agreement or for the
      enforcement of any other legal, equitable or other remedy, as the Trustee,
      being
      advised by counsel, and subject to the foregoing, shall deem most effectual
      to
      protect and enforce any of the rights of the Trustee and the
      Certificateholders.

    


    SECTION
      8.14. Waiver
      of Bond Requirement.

    


    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee post a bond or other surety with any court, agency
      or
      body whatsoever.

    


    SECTION
      8.15. Waiver
      of Inventory, Accounting and Appraisal Requirement.

    


    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee file any inventory, accounting or appraisal of the
      Trust with any court, agency or body at any time or in any manner
      whatsoever.

    


    
      
        
          
          

        

        
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    SECTION
      8.16. Appointment
      of Custodians.

    


    The
      Trustee may appoint one or more custodians to hold all or a portion of the
      related Mortgage Files as agent for the Trustee, by entering into a custodial
      agreement. The custodian may at any time be terminated and a substitute
      custodian appointed therefor by the Trustee. Subject to this Article VIII,
      the
      Trustee agrees to comply with the terms of each custodial agreement and to
      enforce the terms and provisions thereof against the custodian for the benefit
      of the Certificateholders having an interest in any Mortgage File held by such
      custodian. Each custodian shall be a depository institution or trust company
      subject to supervision by federal or state authority, shall have combined
      capital and surplus
      of at
      least $15,000,000 and shall be qualified to do business in the jurisdiction
      in
      which it holds any Mortgage File. The Seller shall pay from its own funds,
      without any right to reimbursement, the fees, costs and expenses of each
      custodian (including the costs of custodian’s counsel).

    


    ARTICLE
      IX

    


    REMIC
      ADMINISTRATION

    


    SECTION
      9.01. REMIC
      Administration.

    


    (a) As
      set
      forth in the Preliminary Statement to this Agreement, five REMIC elections
      shall
      be made by the Trust. The Trustee shall sign and the Securities Administrator
      shall file such elections on Form 1066 or other appropriate federal tax or
      information return for the taxable year ending on the last day of the calendar
      year in which the Certificates are issued. The regular interests in each REMIC
      created hereunder and the related residual interest shall be as designated
      in
      the Preliminary Statement. Following the Closing Date, the Securities
      Administrator shall apply to the Internal Revenue Service for an employer
      identification number for each REMIC created hereunder by means of a Form SS-4
      or other acceptable method and shall file a Form 8811 with the Internal Revenue
      Service.

    


    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of section 860G(a)(9) of the Code.

    


    (c) Except
      as
      provided in subsection (d) of this Section 9.01, the Securities Administrator
      shall pay any and all tax related expenses (not including taxes) of each REMIC
      created hereunder, including but not limited to any professional fees or
      expenses related to audits or any administrative or judicial proceedings with
      respect to any such REMIC that involve the Internal Revenue Service or state
      tax
      authorities, but only to the extent that (i) such expenses are ordinary or
      routine expenses, including expenses of a routine audit but not expenses of
      litigation (except as described in (ii)); or (ii) such expenses or liabilities
      (including taxes and penalties) are attributable to the negligence or willful
      misconduct of the Securities Administrator in fulfilling its duties hereunder
      (including the Securities Administrator’s duties as tax return
      preparer).

    


    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign
      all
      of the federal and state tax and information returns of each REMIC created
      hereunder (collectively, the “Tax
      Returns”)
      as the
      direct representative. The expenses of preparing and filing such Tax Returns
      shall be borne by the Securities Administrator. Notwithstanding the foregoing,
      the Securities Administrator shall have no obligation to prepare, file or
      otherwise deal with partnership tax information or returns. In the event that
      partnership tax information or returns are required by the Internal Revenue
      Service, the Seller, at its own cost and expense, will prepare and file all
      necessary returns. The Internal Revenue Service has issued OID regulations
      under
      Sections 1271 to 1275 of the Code generally addressing the treatment of debt
      instruments issued with original issue discount. Under those regulations, debt
      issued to one Person generally is aggregated in determining if there is OID.
      Because certain Classes of Regular Certificates are expected to be issued to
      one
      Person (which intends to continue to hold the Regular Certificates indefinitely
      and, in any case, for at least 30 days), the Securities Administrator, on behalf
      of the Trust, intends to determine the existence and amount of any OID as if
      those Classes of Regular Certificates were one debt instrument. 

    


    
      
        
          
          

        

        
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    (e) The
      Securities Administrator shall perform on behalf of each REMIC created hereunder
      all reporting and other tax compliance duties that are the responsibility of
      each such REMIC under the Code, the REMIC Provisions or other compliance
      guidance issued by the Internal Revenue Service or any state or local taxing
      authority. Among its other duties, if required by the Code, the REMIC Provisions
      or other such guidance, the Securities Administrator, shall provide (i) to
      the
      Treasury or other governmental authority such information as is necessary for
      the application of any tax relating to the transfer of the Class A-R Certificate
      or Class 4A-R Certificates to any disqualified organization and (ii) to the
      Certificateholders such information or reports as are required by the Code
      or
      REMIC Provisions.

    


    (f) Each
      of
      the Trustee, the Securities Administrator and the Holders of Certificates (to
      the extent that the affairs of the REMICs are within such Person’s control and
      the scope of its specific responsibilities under the Agreement) shall take
      any
      action or cause any REMIC created hereunder to take any action necessary to
      create or maintain the status of the REMIC created hereunder as a REMIC under
      the REMIC Provisions and shall assist each other as necessary to create or
      maintain such status. None of the Trustee, the Securities Administrator or
      the
      Holder of a Residual Certificate shall take any action, cause any REMIC created
      hereunder to take any action or fail to take (or fail to cause to be taken)
      any
      action that, under the REMIC Provisions, if taken or not taken, as the case
      may
      be, could result in an Adverse REMIC Event unless the Trustee and the Securities
      Administrator have received an Opinion of Counsel (at the expense of the party
      seeking to take such action) to the effect that the contemplated action will
      not
      result in an Adverse REMIC Event. In addition, prior to taking any action with
      respect to any REMIC created hereunder or the assets therein, or causing any
      such REMIC to take any action which is not expressly permitted under the terms
      of this Agreement, any Holder of the Class A-R Certificate or Class 4A-R
      Certificates will consult with the Securities Administrator or its designees,
      in
      writing, with respect to whether such action could cause an Adverse REMIC Event
      to occur with respect to any such REMIC, and no such Person shall take any
      such
      action or cause any REMIC created hereunder to take any such action as to which
      the Securities Administrator has advised it in writing that an Adverse REMIC
      Event could occur. 

    


    (g) Each
      Holder of the Class A-R Certificate and Class 4A-R Certificates shall pay when
      due any and all taxes imposed on the related REMICs created hereunder by federal
      or state governmental authorities. To the extent that such Trust taxes are
      not
      paid by the Class A-R Certificateholder or Class 4A-R Certificateholder, as
      applicable, the Securities Administrator shall pay any remaining REMIC taxes
      out
      of current or future amounts otherwise distributable to the Holder of the Class
      A-R Certificate or Class 4A-R Certificate, as applicable, or, if no such amounts
      are available, out of other amounts held in the Distribution Account, and shall
      reduce amounts otherwise payable to holders of regular interests in such related
      REMIC, as the case may be.

    


    
      
        
          
          

        

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

    


    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

    


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

    


    SECTION
      9.02. Prohibited
      Transactions and Activities.

    


    Neither
      the Depositor nor the Trustee shall sell, dispose of, or substitute for any
      of
      the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure
      of a
      Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination
      of the REMICs created hereunder pursuant to Article X of this Agreement, (iv)
      a
      substitution pursuant to Article II hereof or (v) a repurchase of Mortgage
      Loans
      as contemplated hereunder, nor acquire any assets for any REMIC created
      hereunder, nor sell or dispose of any investments in the Distribution Account
      for gain, nor accept any contributions to any REMIC created hereunder after
      the
      Closing Date, unless it has received an Opinion of Counsel (at the expense
      of
      the party causing such sale, disposition, or substitution) that such
      disposition, acquisition, substitution, or acceptance will not result in an
      Adverse REMIC Event.

    


    ARTICLE
      X

    


    TERMINATION

    


    SECTION
      10.01. Termination
      of Loan Group 1, 2 and 3; Termination of Loan Group 4.

    


    (a) The
      respective obligations and responsibilities of the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee created hereby
      (other than the obligation of the Securities Administrator to make certain
      payments to Certificateholders of Group 1 Certificates, Group 2 Certificates,
      Group 3 Certificates and the Subordinate Certificates after the final
      Distribution Date and the obligation of the Master Servicer to send certain
      notices as hereinafter set forth) with respect to the Group 1 Mortgage Loans,
      Group 2 Mortgage Loans and Group 3 Mortgage Loans (collectively, the “Group 1-3
      Mortgage Loans”) shall terminate upon notice to the Trustee and the Securities
      Administrator upon the earliest of (i) the Distribution Date on which the
      Class Certificate Principal Balance (or Class Certificate Notional Balance
      in
      the case of the Interest-Only Certificates) of each Class of Senior Certificates
      and Subordinate Certificates relating to the Group 1-3 Mortgage Loans has been
      reduced to zero, (ii) the final payment or other liquidation of the last
      Group 1-3 Mortgage Loan, (iii) the optional purchase of the Group 1-3
      Mortgage Loans as described in paragraph (c) of this Section 10.01 and (iv)
      the
      Group 1-3 Latest Possible Maturity Date (each of the events in clauses (i)
      through (iv), a “Group
      1-3 Termination Event”).
      Upon
      the occurrence of a Group 1-3 Termination Event, each REMIC created pursuant
      to
      Loan Group 1, Loan Group 2 and Loan Group 3 shall be terminated in a manner
      that
      shall qualify as a “qualified liquidation” under the REMIC Provisions as
      evidenced by an Opinion of Counsel provided to the Trustee at the expense of
      the
      Trust Fund.

    


    
      
        
          
          

        

        
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    (b) The
      respective obligations and responsibilities of the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee created hereby
      (other than the obligation of the Securities Administrator to make certain
      payments to Certificateholders of Group 4 Certificates after the final
      Distribution Date and the obligation of the Master Servicer to send certain
      notices as hereinafter set forth) with respect to the Group 4 Mortgage Loans
      shall terminate upon notice to the Trustee and the Securities Administrator
      upon
      the earliest of (i) the Distribution Date on which the Class Certificate
      Principal Balance (or Class Certificate Notional Balance in the case of the
      Interest-Only Certificates) of each Class of the Group 4 Certificates has been
      reduced to zero, (ii) the final payment or other liquidation of the last
      Group 4 Mortgage Loan, (iii) the optional purchase of the Group 4 Mortgage
      Loans as described in paragraph (d) of this Section 10.01 and (iv) the Group
      4
      Latest Possible Maturity Date (each of the events in clauses (i) through (iv),
      a
“Group
      4 Termination Event”).
      Upon
      the occurrence of a Group 4 Termination Event, each REMIC created pursuant
      to
      Loan Group 4 shall be terminated in a manner that shall qualify as a “qualified
      liquidation” under the REMIC Provisions as evidenced by an Opinion of Counsel
      provided to the Trustee at the expense of the Trust Fund.

    


    (c) Thornburg
      (solely in its capacity as a Servicer of the Mortgage Loans) may, at its option,
      terminate this Agreement with respect to the Group 1-3 Mortgage Loans on any
      Distribution Date on which the aggregate of the Stated Principal Balances of
      the
      Group 1-3 Mortgage Loans as of the end of the immediately preceding Due Period
      is equal to or less than 10% of the aggregate Cut-Off Date Principal Balance
      of
      the Group 1-3 Mortgage Loans, by purchasing, on such Distribution Date, all
      of
      the outstanding Group 1-3 Mortgage Loans and related REO Properties at a price
      equal to the sum of (i) the outstanding Stated Principal Balances of the Group
      1-3 Mortgage Loans (other than in respect of the related REO Properties), (ii)
      the lesser of (x) the appraised value of any REO Property related to the Group
      1-3 Mortgage Loans as determined by the higher of two appraisals completed
      by
      two independent appraisers selected by Thornburg at the expense of Thornburg
      less the good faith estimate of the Master Servicer or the related Servicer,
      as
      applicable, of Liquidation Expenses to be incurred in connection with its
      disposal and (y) the Principal Balance of each Group 1-3 Mortgage Loan related
      to any such REO Property and (iii) in all cases, accrued and unpaid interest
      thereon at the applicable Loan Rate through the end of the Due Period preceding
      the final Distribution Date, plus
      unreimbursed Servicing Advances and Advances and any unpaid Master Servicing
      Fees and Servicing Fees allocable to such Group 1-3 Mortgage Loans and related
      REO Properties, plus
      all
      amounts, if any, then due and owing to the Trustee, the Master Servicer and
      the
      Securities Administrator (the “Group
      1-3 Termination Price”).

    


    In
      addition, Wells Fargo Bank, N.A. (solely in its capacity as the Master Servicer)
      may, at its option, terminate this Agreement with respect to the Group 1-3
      Mortgage Loans on any Distribution Date on which the aggregate of the Stated
      Principal Balances of the Group 1-3 Mortgage Loans as of the end of the
      immediately preceding Due Period is equal to or less than 5% of the aggregate
      Cut-Off Date Principal Balance of the Group 1-3 Mortgage Loans, by purchasing,
      on such Distribution Date, all of the outstanding Group 1-3 Mortgage Loans
      and
      related REO Properties at a price equal to Group 1-3 Termination Price;
provided,
      that
      the
      right of Wells Fargo Bank, N.A. to repurchase all the Group 1-3 Mortgage Loans
      shall be exercisable only if Thornburg has not elected to exercise its optional
      termination right with respect to the Group 1-3 Mortgage Loans on or before
      such
      date as described in the immediately preceding paragraph.

    


    
      
        
          
          

        

        
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    (d) Thornburg
      (solely in its capacity as a Servicer of the Mortgage Loans) may, at its option,
      terminate this Agreement with respect to the Group 4 Mortgage Loans on any
      Distribution Date on which the aggregate of the Stated Principal Balances of
      the
      Group 4 Mortgage Loans as of the end of the immediately preceding Due Period
      is
      equal to or less than 10% of the aggregate Cut-Off Date Principal Balance of
      the
      Group 4 Mortgage Loans, by purchasing, on such Distribution Date, all of the
      outstanding Group 4 Mortgage Loans and related REO Properties at a price equal
      to the sum of (i) the outstanding Stated Principal Balances of the Group 4
      Mortgage Loans (other than in respect of related REO Properties), (ii) the
      lesser of (x) the appraised value of any related REO Property related to the
      Group 4 Mortgage Loans as determined by the higher of two appraisals completed
      by two independent appraisers selected by the Thornburg at the expense of
      Thornburg less the good faith estimate of the Master Servicer or the related
      Servicer, as applicable, of Liquidation Expenses to be incurred in connection
      with its disposal and (y) the Principal Balance of each Group 4 Mortgage Loan
      related to any such REO Property and (iii) in all cases, accrued and unpaid
      interest thereon at the applicable Loan Rate through the end of the Due Period
      preceding the final Distribution Date, plus
      unreimbursed Servicing Advances and Advances and any unpaid Master Servicing
      Fees and Servicing Fees allocable to such Group 4 Mortgage Loans and related
      REO
      Properties, plus
      all
      amounts, if any, then due and owing to the Trustee, the Master Servicer and
      the
      Securities Administrator (the “Group
      4 Termination Price”).

    


    In
      addition, Wells Fargo Bank, N.A. (solely in its capacity as the Master Servicer)
      may, at its option, terminate this Agreement with respect to the Group 4
      Mortgage Loans on any Distribution Date on which the aggregate of the Stated
      Principal Balances of the Group 4 Mortgage Loans as of the end of the
      immediately preceding Due Period is equal to or less than 5% of the aggregate
      Cut-Off Date Principal Balance of the Group 4 Mortgage Loans, by purchasing,
      on
      such Distribution Date, all of the outstanding Group 4 Mortgage Loans and
      related REO Properties at a price equal to Group 4 Termination Price;
provided,
      that
      the
      right of Wells Fargo Bank, N.A. to repurchase all the Group 4 Mortgage Loans
      shall be exercisable only if Thornburg has not elected to exercise its optional
      termination right with respect to the Group 4 Mortgage Loans on or before such
      date as described in the immediately preceding paragraph.

    


    (e) Notice
      of
      any termination pursuant to Section 10.01(c) or Section 10.01(d), specifying
      the
      Distribution Date (which shall be a date that would otherwise be a Distribution
      Date) upon which the Certificateholders may surrender their Certificates
      relating to the Group 1-3 Mortgage Loans or the Group 4 Certificates, as
      applicable, to the Securities Administrator for payment of the final
      distribution and cancellation with respect to those Classes, shall be given
      promptly by the Securities Administrator upon the Securities Administrator
      receiving notice of such date from the Master Servicer by letter to the
      Certificateholders mailed not earlier than the 10th day and not later than
      the 19th day of the month of such final distribution specifying (1) the
      Distribution Date upon which final distributions on the related Certificates
      will be made upon presentation and surrender of such Certificates at the office
      or agency of the Securities Administrator therein designated, (2) the
      amount of any such final distribution and (3) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, distributions
      being made only upon presentation and surrender of the Certificates at the
      office or agency of the Securities Administrator therein specified.

    


    
      
        
          
          

        

        
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    (f) Upon
      presentation and surrender of the Certificates, relating to the Group 1-3
      Mortgage Loans or the Group 4 Certificates, as applicable, the Securities
      Administrator shall cause to be distributed to the Holders of such Classes
      of
      Certificates on the Distribution Date for such final distribution, in proportion
      to the Percentage Interests of their respective Class and to the extent that
      funds are available for such purpose, an amount equal to the amount required
      to
      be distributed to such Holders in accordance with the provisions of
      Section 4.01 hereof for such Distribution Date.

    


    (g) In
      the
      event that the applicable Certificateholders shall not surrender their
      Certificates for final payment and cancellation on or before such final
      Distribution Date relating to these Certificates as put forth in paragraph
      (e)
      of this section, the Securities Administrator shall promptly following such
      date
      cause all funds in the Distribution Account not distributed in final
      distribution to such Certificateholders to be withdrawn therefrom and credited
      to the remaining Certificateholders by depositing such funds in a separate
      account for the benefit of such Certificateholders, and the Securities
      Administrator shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within nine months after the
      second notice all the Certificates shall not have been surrendered for
      cancellation, the Master Servicer shall be entitled to all unclaimed funds
      and
      other assets which remain subject hereto, and the Securities Administrator
      upon
      transfer of such funds shall be discharged of any responsibility for such funds,
      and the Certificateholders shall look to the Master Servicer for
      payment.

    


    SECTION
      10.02. Additional
      Termination Requirements.

    


    (a) Subsequent
      to both purchase options provided in Section 10.01(c) and Section 10.01(d)
      having been exercised, the Trust shall be terminated in accordance with the
      following additional requirements:

    


    (i) The
      Trustee at the direction of the Securities Administrator shall sell any
      remaining assets of the Trust Fund to Thornburg or its designee or Wells Fargo
      Bank, N.A. or its designee, as the case may be, for cash and, within 90 days
      of
      such sale, the Securities Administrator shall distribute to (or credit to the
      account of) the Certificateholders the proceeds of such sale together with
      any
      cash on hand (less amounts retained to meet claims) in complete liquidation
      of
      the Trust Fund, and each REMIC created hereunder; and

    


    (ii) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC created hereunder stating that pursuant to Treasury
      Regulation §1.860F-1, the first day of the 90 day liquidation period for such
      REMIC was the date on which the Trustee sold the assets of the Trust Fund and
      shall satisfy all requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder as evidenced by an Opinion of Counsel
      delivered to the Trustee and the Securities Administrator obtained at the
      expense of the Seller.

    


    
      
        
          
          

        

        
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    (b) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee and the Securities Administration as their attorneys in fact to
      undertake the foregoing steps.

    


    ARTICLE
      XI

    


    DISPOSITION
      OF TRUST ASSETS

    


    SECTION
      11.01. Disposition
      of Trust Assets.

    


    Neither
      the Trust, nor this Agreement, may be terminated or voided, or any disposition
      of the assets of the Trust effected, other than in accordance with the terms
      hereof, except to the extent that Holders representing no less than the entire
      beneficial ownership interest of the Certificates have so assented.

    


    ARTICLE
      XII 

    


    MISCELLANEOUS
      PROVISIONS

    


    SECTION
      12.01. Amendment.

    


    This
      Agreement may be amended from time to time by Seller, the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, and without the consent
      of the Certificateholders, (i) to cure any ambiguity, (ii) to correct
      or supplement any provisions herein which may be defective or inconsistent
      with
      any other provisions herein, (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement, which shall not
      be
      inconsistent with the provisions of this Agreement, or (iv) to conform the
      terms
      hereof to the description thereof provided in the Prospectus; provided,
      however,
      that any
      such action listed in clause (i) through (iii) above shall be deemed
      not to adversely affect in any material respect the interests of any
      Certificateholder, if evidenced by (i) written notice to the Depositor, the
      Seller, the Master Servicer, the Securities Administrator and the Trustee from
      each Rating Agency that such action will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency or (ii) an Opinion of Counsel stating that
      such amendment shall not adversely affect in any material respect the interests
      of any Certificateholder, is permitted by the Agreement and all the conditions
      precedent, if any have been complied with, delivered to the Master Servicer,
      the
      Securities Administrator and the Trustee.

    


    In
      addition, this Agreement may be amended from time to time by Seller, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      and
      with the consent of the Majority Certificateholders for the purpose of adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided,
      however,
      that no
      such amendment or waiver shall (x) reduce in any manner the amount of, or
      delay the timing of, payments on the Certificates that are required to be made
      on any Certificate without the consent of the Holder of such Certificate,
      (y) adversely affect in any material respect the interests of the Holders
      of any Class of Certificates in a manner other than as described in clause
      (x)
      above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
      the percentage of Voting Rights required by clause (y) above without the
      consent of the Holders of all Certificates of such Class then outstanding.
      Upon
      approval of an amendment, a copy of such amendment shall be sent to each Rating
      Agency.

    


    
      
        
          
          

        

        
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    Notwithstanding
      any provision of this Agreement to the contrary, neither the Trustee nor the
      Securities Administrator shall consent to any amendment to this Agreement unless
      it shall have first received an Opinion of Counsel, delivered by and at the
      expense of the Person seeking such Amendment (unless such Person is the Trustee
      or the Securities Administrator, in which case the Trustee or the Securities
      Administrator shall be entitled to be reimbursed for such expenses by the Trust
      pursuant to Section 8.05 hereof), to the effect that such amendment will not
      result in the imposition of a tax on any REMIC created hereunder pursuant to
      the
      REMIC Provisions or cause any REMIC created hereunder to fail to qualify as
      a
      REMIC at any time that any Certificates are outstanding and that the amendment
      is being made in accordance with the terms hereof, such amendment is permitted
      by this Agreement and all conditions precedent, if any, have been complied
      with.

    


    Promptly
      after the execution of any such amendment the Securities Administrator shall
      furnish, at the expense of the Person that requested the amendment if such
      Person is the Seller (but in no event at the expense of the Trustee or the
      Securities Administrator), otherwise at the expense of the Trust, a copy of
      such
      amendment and the Opinion of Counsel referred to in the immediately preceding
      paragraph to the Master Servicer and each Rating Agency.

    


    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment;
      instead it shall be sufficient if such consent shall approve the substance
      thereof. The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable regulations as the Securities Administrator may
      prescribe.

    


    The
      Trustee and Securities Administrator may, but shall not be obligated to, enter
      into any amendment pursuant to this 12.01 Section that affects its rights,
      duties and immunities under this Agreement or otherwise.

    


    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

    


    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the Mortgaged Properties
      are situated, and in any other appropriate public recording office or elsewhere,
      such recordation to be effected by the Trustee at the expense of the Trust,
      but
      only upon direction of Certificateholders accompanied by an Opinion of Counsel
      to the effect that such recordation materially and beneficially affects the
      interests of the Certificateholders.

    


    
      
        
          
          

        

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

    


    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

    


    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate
      this Agreement or the Trust, (ii) entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust or
      (iii) otherwise affect the rights, obligations and liabilities of the
      parties hereto or any of them.

    


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

    


    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee for 15 days after its receipt
      of such notice, request and offer of indemnity, shall have neglected or refused
      to institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue of any provision of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, which priority or preference is not otherwise provided
      for herein, or to enforce any right under this Agreement, except in the manner
      herein provided and for the equal, ratable and common benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section 12.03, each and every Certificateholder and the Trustee shall be
      entitled to such relief as can be given either at law or in equity.

    


    SECTION
      12.04. Governing
      Law; Jurisdiction.

    


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

    


    
      
        
          
          

        

        
          146

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      12.05. Notices.

    


    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service or delivered via
      telecopy, to (a) in the case of the Seller, to Thornburg Mortgage Home
      Loans, Inc., 150 Washington Avenue, Suite 302, Santa Fe, New Mexico 87501,
      Attention: Deborah Burns (telecopy number (505) 467-5215), or such other
      address or telecopy number as may hereafter be furnished to the Depositor,
      the
      Master Servicer, the Securities Administrator, and the Trustee in writing by
      the
      Seller, (b) in the case of the Trustee, to the Corporate Trust Office or such
      other address or telecopy number as may hereafter be furnished to the Depositor,
      the Master Servicer, the Securities Administrator, and the Seller in writing
      by
      the Trustee, (c) in the case of the Depositor, to Credit Suisse First
      Boston Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010,
      Attention: Legal (telecopy number (212) 325-2000), or such other address or
      telecopy number as may be furnished to the Seller, the Master Servicer, the
      Securities Administrator, and the Trustee in writing by the Depositor and (d)
      in
      the case of the Master Servicer or Securities Administrator, for certificate
      transfer purposes, at its Corporate Trust Office and for all other purposes
      at
      P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery, at 9062 Old
      Annapolis Road, Columbia, Maryland 21045 (Attention: Thornburg 2007-5),
      Facsimile no.: (410) 715-2380, or such other address or telecopy number as
      may
      be furnished to the Depositor, the Seller, the Securities Administrator, and
      the
      Trustee in writing by the Master Servicer. Any notice required or permitted
      to
      be mailed to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Notice of any Event of Default shall be given by telecopy and by certified
      mail.
      Any notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have duly been given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder shall also be mailed to the appropriate party in the manner
      set forth above.

    


    SECTION
      12.06. Severability
      of Provisions.

    


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

    


    SECTION
      12.07. Article
      and Section References.

    


    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

    


    
      
        
          
          

        

        
          147

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      12.08. Notice
      to the Rating Agencies.

    


    (a) The
      Securities Administrator shall be obligated to use its best reasonable efforts
      promptly to provide notice to the Rating Agencies with respect to each of the
      following of which a Responsible Officer of the Securities Administrator has
      actual knowledge:

    


    (i) any
      material change or amendment to this Agreement;

    


    (ii) the
      occurrence of any Event of Default that has not been cured or
      waived;

    


    (iii) the
      resignation or termination of the Master Servicer, the Securities Administrator
      or the Trustee;

    


    (iv) the
      final
      payment to Holders of the Certificates of any Class; and

    


    (v) any
      change in the location of any Account.

    


    (b) In
      addition, the Securities Administrator shall promptly furnish to the Rating
      Agencies copies of each Statement to Certificateholders described in Section
      5.04 hereof; if the Trustee is acting as a successor Master Servicer pursuant
      to
      Section 7.02 hereof, the Trustee shall notify the Rating Agencies of any event
      that would result in the inability of the Trustee to make Advances and the
      Master Servicer shall promptly furnish to each Rating Agency copies of the
      following:

    


    (i) each
      annual statement as to compliance described in Section 3.17 hereof;

    


    (ii) each
      annual assessment of compliance and attestation report described in Section
      3.16
      hereof; and

    


    (iii) each
      notice delivered pursuant to Section 5.05(b) hereof which relates to the fact
      that the Master Servicer has not made an Advance.

    


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

    


    If
      to
      Fitch, to:

    


    One
      State
      Street Plaza

    New
      York,
      NY 10004

    Attention:
      Residential Mortgages

    


    If
      to
      S&P, to:

    


    55
      Water
      Street

    New
      York,
      New York 10041

    Attention:
      Residential Mortgages

    


    
      
        
          
          

        

        
          148

          
            

          

        

        
          
          

        

      

    

    


    


    SECTION
      12.09. Further
      Assurances.

    


    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

    


    SECTION
      12.10. Benefits
      of Agreement.

    


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

    


    SECTION
      12.11. Acts
      of Certificateholders.

    


    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Seller. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
      if made in the manner provided in this Section 12.11.

    


    (b) The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

    


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

    


    SECTION
      12.12. Successors
      and Assigns.

    


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

    


    
      
        
          
          

        

        
          149

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      12.13. Derivatives
      Transactions.

    


    The
      Trust
      and the Securities Administrator are authorized, at the direction and the
      expense of the Holders of a majority of the Voting Rights allocated to the
      Class
      of Subordinate Certificates outstanding having the highest numerical designation
      (or, if no Subordinate Certificates are outstanding, a majority of the Voting
      Rights allocated to the Senior Certificates other than the Class A-R
      Certificates), to enter into such derivative transactions for the benefit of
      any
      Certificateholders as may be deemed desirable by such Holders, so long as (i)
      as
      evidenced by one or more Opinions of Counsel addressed to the Securities
      Administrator (at the expense of such Holders), the execution and delivery
      of
      such derivative transaction is permitted under this Agreement and the inclusion
      of such derivative in the Trust will not be inconsistent with the ERISA
      provisions contained herein or cause the Certificates (other than the
      ERISA-Restricted Certificates) to fail to qualify for the Underwriter’s
      Exemption, (ii) a REMIC Opinion (at the expense of such Holders) is delivered
      to
      the Securities Administrator, (iii) an Opinion of Counsel addressed to the
      Securities Administrator (at the expense of such Holders) that the execution
      and
      delivery of such derivative transaction and documentation as presented to the
      Securities Administrator is permitted under this Agreement, and (iv) the Rating
      Agency shall have confirmed in writing that the inclusion of such derivative
      would not result in a downgrade of its then rating of any Class of
      Certificates.

    


    [SIGNATURE
      PAGE FOLLOWS]

    


    


     

    


    
      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
      by their respective officers thereunto duly authorized, all as of the day and
      year first above written.

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE 
SECURITIES CORP., 
as
      Depositor

     

    By: 
      /s/ Kevin Steele                
Name:
      Kevin Steele
Title:
      Vice President

     

     

    THORNBURG
      MORTGAGE HOME LOANS, 
INC., as
      Seller

     

    By:  /s/
      Deborah J. Burns            
Name:
      Deborah J. Burns
Title:
      Senior Vice President

     

     

    WELLS
      FARGO BANK, N.A.,

    as
      Master Servicer

    


    By:  /s/
      Carla S. Walker            
Name:
      Carla S. Walker
Title:
      Vice President

     

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

     

    By:  /s/
      Carla S. Walker            
Name:
      Carla S. Walker
Title:
      Vice President

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    LASALLE
      BANK NATIONAL ASSOCIATION, 
as Trustee and Custodian

     

    By:  /s/
      Rita Lopez                
Name:
      Rita Lopez
Title:
      Vice President

     

    


     

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF NEW
                YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW
                YORK

            	
              )

            


    

    


    On
      the
      30th
      day of
      October 2007, before me, a notary public in and for said State, personally
      appeared Kevin
      Steele
      known to
      me to be a Vice President of Credit Suisse First Boston Mortgage Securities
      Corp., a Delaware corporation that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

        /s/
      Cheryl D.
      Fondacaro    

    Notary
      Public

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF NEW MEXICO

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF SANTA FE

            	
              )

            


    

    


    On
      the
      30th
      day of
      October 2007, before me, a notary public in and for said State, personally
      appeared Deborah J. Burns known to me to be a Senior Vice President of Thornburg
      Mortgage Home Loans, Inc., a Delaware corporation that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

        /s/
      Jane C.
      Yates    

    Notary
      Public

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    
      	
              STATE
                OF MARYLAND

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF BALTIMORE

            	
              )

            


    

    


    


    On
      the
      30th
      day of
      October 2007, before me, a notary public in and for said State, personally
      appeared Carla S. Walker known to me to be a Vice President of Wells Fargo
      Bank,
      N.A. that executed the within instrument, and also known to me to be the person
      who executed it on behalf of said corporation, and acknowledged to me that
      such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

        /s/
      Graham M.
      Oglesby    

    Notary
      Public

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              STATE
                OF ILLINOIS

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF COOK

            	
              )

            


    

    


    


    On
      the
      30th
      day of
      October 2007, before me, a notary public in and for said State, personally
      appeared Rita Lopez known to me to be Vice President of LaSalle Bank National
      Association, a national banking association that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said
      corporation, and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

        /s/
      Danielle
      B. Reynolds    

    Notary
      Public

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      I

    


    MORTGAGE
      LOAN SCHEDULE

    


    [To
      be
      retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage Loan
      Schedule” at the Washington DC offices of McKee Nelson LLP]

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    



    EXHIBIT
      A-1

     

    FORM
      OF SENIOR CERTIFICATE (OTHER THAN SENIOR INTEREST-ONLY
      CERTIFICATES)

     

    CLASS
      [1][2][3][4][A]-[     ]
      CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.
      [Applicable only to the Private Senior Certificates]

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.
      [Applicable only to the Private Senior Certificates]

     

    UNTIL
      THIS CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) AN OPINION OF
      COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, WHICH OPINION OF COUNSEL
      SHALL NOT BE AN EXPENSE OF ANY OF THE TRUSTEE, THE SECURITIES ADMINISTRATOR
      OR
      THE TRUST, ADDRESSED TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
      AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE
      SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO
      THOSE
      EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY. A TRANSFEREE
      ACQUIRING A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATION IN THIS PARAGRAPH. [Applicable
      only to the Private Senior Certificates]

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.:

            	
              [     ]

            
	 	 
	
              Cut-Off
                Date:

            	
              October
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              November
                26, 2007

            
	 	 
	
              Initial
                Certificate Principal

            	 
	
              Balance
                of this Certificate

            	 
	
              (“Denomination”):

            	
              $[    
]    

            
	 	 
	
              Original
                Class Certificate

            	 
	
              Principal
                Balance of this

            	 
	
              Class:

            	
              $[    
                ]

            
	 	 
	
              Percentage
                Interest:

            	
              [    
                ]%

            
	 	 
	
              Pass-Through
                Rate:

            	
              [    
                ]

            
	 	 
	
              CUSIP:

            	
              ______
                __
                _

            
	 	 
	
              Class:

            	
              [1][2][3][4]A-[    
                ]

            
	 	 
	
              Final
                Scheduled Distribution Date:

            	
              [    
                ]

            


    

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

       

    

    Thornburg
      Mortgage Securities Trust 2007-5,

    Mortgage
      Loan Pass-Through Certificates,

    Series
      2007-5

    Class
      [1][2][3][4]A-[     ]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      adjustable rate and hybrid, first lien mortgage loans (the “Mortgage Loans”)
      purchased from others by

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Certificate at any time
      may be less than the Initial Certificate Principal Balance set forth on the
      face
      hereof, as described herein. This Certificate does not evidence an obligation
      of, or an interest in, and is not guaranteed by the Depositor, the Seller,
      the
      Master Servicer, the Securities Administrator or the Trustee referred to below
      or any of their respective affiliates.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the Original Class Certificate Principal Balance) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
      Corp.
      (the “Depositor”). The Trust was created pursuant to the pooling and servicing
      agreement dated as of October 1, 2007 (the “Agreement”) by and among the
      Depositor, Thornburg Mortgage Home Loans, Inc. (“TMHL”), as seller (the
“Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”)
      and securities administrator (the “Securities Administrator”) and the LaSalle
      Bank National Association, as trustee (the “Trustee”). 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. To the extent
      not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement.

     

    No
      transfer of this Certificate shall be made unless such disposition is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any transfer, the
      transferee will be deemed to represent and warrant that that it acquired such
      certificate as a “Qualified Institutional Buyer” as defined in Rule 144A under
      the 1933 Act that purchases for its own account or for the account of a
      Qualified Institutional Buyer to whom notice is given that the transfer is
      being
      made in reliance on Rule 144A.[Applicable
      only to the Non-Offered Certificates]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:
      October ___, 2007

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-5

     

    
      	 	
              By:
                

            	
              WELLS
                FARGO BANK, N.A.,

              
                not
                  in its individual capacity,

                but
                  solely as Securities
                  Administrator

              

            


    

    


    


    


    By
      _________________________________________

     

    


    


    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    


    


    By
      ________________________________________

    Authorized
      Signatory of

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF SENIOR INTEREST-ONLY CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.

     

    UNTIL
      THIS CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) AN OPINION OF
      COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, WHICH OPINION OF COUNSEL
      SHALL NOT BE AN EXPENSE OF ANY OF THE TRUSTEE, THE SECURITIES ADMINISTRATOR
      OR
      THE TRUST, ADDRESSED TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
      AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE
      SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO
      THOSE
      EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY. A TRANSFEREE
      ACQUIRING A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATION IN THIS PARAGRAPH.

    
       

      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      

       

    

    THIS
      CERTIFICATE IS AN INTEREST-ONLY CERTIFICATE AND, ACCORDINGLY, IS NOT ENTITLED
      TO
      ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.:

            	
              [     ]

            
	 	 
	
              Cut-Off
                Date:

            	
              October
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              November
                26, 2007

            
	 	 
	
              Initial
                Certificate Notional Amount

            	 
	
              of
                this Certificate

            	 
	
              (“Denomination”):

            	
              [    
                ]

            
	 	 
	
              Original
                Class Certificate

            	 
	
              Notional
                Amount of this

            	 
	
              Class:

            	
              [     ]

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            
	 	 
	
              Pass-Through
                Rate:

            	
              [    
                ]

            
	 	 
	
              CUSIP:

            	
              [    
                ]

            
	 	 
	
              Class:

            	
              [     ]-AX[     ]

            
	 	 
	
              Final
                Scheduled Distribution Date:

            	
              [     ]

            


    

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

    
 

    Thornburg
      Mortgage Securities Trust 2007-5,

    Mortgage
      Loan Pass-Through Certificates, 

    Series
      2007-5

    Class
      [1][2][3][4]-AX[     ]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      adjustable rate and hybrid, first lien mortgage loans (the “Mortgage Loans”)
      purchased from others by

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Depositor.

     

    Interest
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Notional Amount of this Certificate at any time
      may
      be less than the Initial Certificate Notional Amount set forth on the face
      hereof, as described herein. This Certificate does not evidence an obligation
      of, or an interest in, and is not guaranteed by the Depositor, the Seller,
      the
      Master Servicer, the Securities Administrator or the Trustee referred to below
      or any of their respective affiliates.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the Original Class Certificate Notional Amount) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
      Corp.
      (the “Depositor”). The Trust was created pursuant to the pooling and servicing
      agreement dated as of October 1, 2007 (the “Agreement”) by and among the
      Depositor, Thornburg Mortgage Home Loans, Inc. (“TMHL”), as seller (the
“Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”)
      and securities administrator (the “Securities Administrator”) and the LaSalle
      Bank National Association, as trustee (the “Trustee”). 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. To the extent
      not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement.

     

    No
      transfer of this Certificate shall be made unless such disposition is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any transfer, the
      transferee will be deemed to represent and warrant that that it acquired such
      certificate as a “Qualified Institutional Buyer” as defined in Rule 144A under
      the 1933 Act that purchases for its own account or for the account of a
      Qualified Institutional Buyer to whom notice is given that the transfer is
      being
      made in reliance on Rule 144A.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

    


    


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    [Reserved]

     

    


     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF CLASS A-R and 4A-R CERTIFICATES

     

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

     

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

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF SUCH CERTIFICATE
      HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT
      THE
      PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
      OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
      AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
      95-60 OR (C) AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR,
      WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF ANY OF THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR THE TRUST, ADDRESSED TO THE SECURITIES
      ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE
      WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
      ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
      SERVICER, ANY SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY
      OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO
      ANY
      LIABILITY. A TRANSFEREE ACQUIRING A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED
      TO
      HAVE MADE THE REPRESENTATION IN THIS PARAGRAPH.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              October
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              November
                26, 2007

            
	 	 
	
              Initial
                Certificate Principal 

            	 
	
              Balance
                of this Certificate:

            	
              $100

            
	 	 
	
              Original
                Class Certificate

            	 
	
              Principal
                Balance of this 

            	 
	
              Class:

            	
              $100

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            
	 	 
	
              Pass-Through
                Rate:

            	
              Net
                WAC for group [     ]

            
	 	 
	
              CUSIP:

            	
              [    
                ]

            
	 	 
	
              Class:

            	
              [4]A-R

            
	 	 
	
              Final
                Scheduled Distribution Date:

            	
              [     ]

            


    

    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    Thornburg
      Mortgage Securities Trust 2007-5

    Mortgage
      Loan Pass-Through Certificates, 

    Series
      2007-5

    Class
      [4]A-R

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      adjustable rate and hybrid, first lien mortgage loans (the “Mortgage Loans”)
      purchased from others by

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Depositor.

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Seller, the Master Servicer, the Securities
      Administrator or the Trustee referred to below or any of their respective
      affiliates. Neither this Certificate nor the Mortgage Loans 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 specified above in the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”). The
      Trust was created pursuant to the pooling and servicing agreement dated as
      of
      October 1, 2007 (the “Agreement”) by and among the Depositor, Thornburg Mortgage
      Home Loans, Inc. (“TMHL”), as seller (the “Seller”), Wells Fargo Bank, N.A., as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”) and LaSalle Bank National Association, as trustee
      (the “Trustee”). 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. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust will be made
      only upon presentment and surrender of this Certificate at the Corporate Trust
      Office or the office or agency maintained by the Securities
      Administrator.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Securities Administrator
      of (a) a transfer affidavit of the proposed transferee and (b) a transfer
      certificate of the transferor, each of such documents to be in the form
      described in the Agreement, (iii) each person holding or acquiring any Ownership
      Interest in this Certificate must agree to require a transfer affidavit and
      to
      deliver a transfer certificate to the Securities Administrator as required
      pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
      Interest in this Certificate must agree not to transfer an Ownership Interest
      in
      this Certificate if it has actual knowledge that the proposed transferee is
      not
      a Permitted Transferee and (v) any attempted or purported transfer of any
      Ownership Interest in this Certificate in violation of such restrictions will
      be
      absolutely null and void and will vest no rights in the purported transferee.
      The Securities Administrator will provide the Internal Revenue Service and
      any
      pertinent persons with the information needed to compute the tax imposed under
      the applicable tax laws on transfers of residual interests to disqualified
      organizations, if any person other than a Permitted Transferee acquires an
      Ownership Interest on a Class A-R Certificate in violation of the restrictions
      mentioned above.

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

       

    

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized officer of the
      Securities Administrator.

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:
      October ____, 2007

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-5

     

    
      	 	
              By:
                

            	
              WELLS
                FARGO BANK, N.A.,

              
                not
                  in its individual capacity,

                but
                  solely as Securities
                  Administrator

              

            


    

    


    


    


    By
      ________________________________________

     

    


    


    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    


    


    By
      ________________________________________

    Authorized
      Signatory of

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

    


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF SUBORDINATE CERTIFICATE

     

    CLASS
      [4]B-[    
] CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

       

    

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (I)(A) PURSUANT
      TO A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
      OR
      (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
      ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A.

    


    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

     

    UNTIL
      THIS CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) AN OPINION OF
      COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, WHICH OPINION OF COUNSEL
      SHALL NOT BE AN EXPENSE OF ANY OF THE TRUSTEE, THE SECURITIES ADMINISTRATOR
      OR
      THE TRUST, ADDRESSED TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
      AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE
      SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO
      THOSE
      EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY. A TRANSFEREE
      ACQUIRING A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATION IN THIS PARAGRAPH. [Applicable
      only to Class B-1, Class B-2, Class B-3, Class 4B-1, Class 4B-2 and Class 4B-3
      Certificates]

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF SUCH CERTIFICATE
      HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT
      THE
      PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
      OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
      AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
      95-60 OR (C) AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR,
      WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF ANY OF THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR THE TRUST, ADDRESSED TO THE SECURITIES
      ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE
      WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
      ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
      SERVICER, ANY SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY
      OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO
      ANY
      LIABILITY. A TRANSFEREE ACQUIRING A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED
      TO
      HAVE MADE THE REPRESENTATION IN THIS PARAGRAPH.THIS CERTIFICATE IS SUBORDINATE
      IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
      [Applicable
      only to Class B-4, Class B-5, Class B-6, Class 4B-4, Class 4B-5 and Class 4B-6
      Certificates]

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.:

            	
              [     ]

            
	 	 
	
              Cut-Off
                Date:

            	
              October
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              November
                26, 2007

            
	 	 
	
              Initial
                Certificate Principal

            	 
	
              Balance
                of this Certificate

            	 
	
              (“Denomination”):

            	
              $[     ]

            
	 	 
	
              Original
                Class Certificate

            	 
	
              Principal
                Balance of this

            	 
	
              Class:

            	
              $[    
                ]

            
	 	 
	
              Percentage
                Interest:

            	
              [     ]%

            
	 	 
	
              Pass-Through
                Rate:

            	
              [    
                ]

            
	 	 
	
              CUSIP:

            	
              _______
                __
                _

            
	 	 
	
              Class:

            	
              [4]B-[    
                ]

            
	 	 
	
              Final
                Scheduled Distribution Date:

            	
              [    
                ]

            


    

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    Thornburg
      Mortgage Securities Trust 2007-5,

    Mortgage
      Loan Pass-Through Certificates,

    Series
      2007-5

    Class
      [4]B-[     ]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      adjustable rate and hybrid, first lien mortgage loans (the “Mortgage Loans”)
      purchased from others by 

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Certificate at any time
      may be less than the Initial Certificate Principal Balance set forth on the
      face
      hereof, as described herein. This Certificate does not evidence an obligation
      of, or an interest in, and is not guaranteed by the Depositor, the Seller,
      the
      Master Servicer, the Securities Administrator or the Trustee referred to below
      or any of their respective affiliates.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the Original Class Certificate Principal Balance) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
      Corp.
      (the “Depositor”). The Trust was created pursuant to the pooling and servicing
      agreement dated as of October 1, 2007 (the “Agreement”) by and among the
      Depositor, Thornburg Mortgage Home Loans, Inc. (“TMHL”), as seller (the
“Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”)
      and securities administrator (the “Securities Administrator”) and the LaSalle
      Bank National Association, as trustee (the “Trustee”). 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. To the extent
      not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement.

     

    No
      transfer of this Certificate shall be made unless such disposition is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any transfer, the
      transferee will be deemed to represent and warrant that that it acquired such
      certificate as a “Qualified Institutional Buyer” as defined in Rule 144A under
      the 1933 Act that purchases for its own account or for the account of a
      Qualified Institutional Buyer to whom notice is given that the transfer is
      being
      made in reliance on Rule 144A.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


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

     

    Dated:
      October ___, 2007

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-5

    
       

      
        	 	
                By:
                  

              	
                WELLS
                  FARGO BANK, N.A.,

                
                  not
                    in its individual capacity,

                  but
                    solely as Securities
                    Administrator

                

              


      

    

    
      
         

      

    

    


    By
      ________________________________________

     

    


    


    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    


    


    By
      ________________________________________

    Authorized
      Signatory of

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

     

     

    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      E

     

    FORM
      OF REVERSE OF THE CERTIFICATES

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-5

    Mortgage
      Loan Pass-Through Certificates, Series 2007-5

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Thornburg Mortgage Securities Trust 2007-5, Mortgage Loan Pass-Through
      Certificates, Series 2007-5 (herein collectively called the “Certificates”), and
      representing a beneficial ownership interest in the Trust governed by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th
      day of
      each month, or if the 25th
      day is
      not a Business Day, then on the next succeeding Business Day (the “Distribution
      Date”), commencing on the first Distribution Date specified on the face hereof,
      to the Person in whose name this Certificate is registered at the close of
      business on the applicable Record Date in an amount equal to the product of
      the
      Percentage Interest evidenced by this Certificate and the amount required to
      be
      distributed to Holders of Certificates of the Class to which this Certificate
      belongs on such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made, (i) in the case of a Physical Certificate,
      by
      check or money order mailed to the address of the person entitled thereto as
      it
      appears on the Certificate Register or, upon the request of a Certificateholder,
      by wire transfer as set forth in the Agreement and (ii) in the case of a
      Book-Entry Certificate, to the Depository, which shall credit the amounts of
      such distributions to the accounts of its Depository Participants in accordance
      with its normal procedures. The final distribution on each Certificate will
      be
      made in like manner, but only upon presentment and surrender of such Certificate
      at the office or agency of the Securities Administrator specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time, by the
      Depositor, the Seller, the Master Servicer, the Securities Administrator, the
      Trustee and Holders of the requisite percentage of the Percentage Interests
      of
      each Class of Certificates affected by such amendment, as specified in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

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

     

    Subject
      to the terms of the Agreement, each Class of Book-Entry Certificates will be
      registered as being held by the Depository or its nominee and beneficial
      interests will be held by Certificate Owners through the book-entry facilities
      of the Depository or its nominee in minimum denominations of $25,000 and
      integral dollar multiples of $1 in excess thereof, in the case of the Class
      1A-1, Class 1A-2, Class 2A-1, Class 3A-1, Class 3A-2, Class 3A-3, Class 3A-4,
      Class B-1, Class B-2, Class B-3, Class 4A-1, Class 4B-1, Class 4B-2 and Class
      4B-3 Certificates (provided,
      that,
      such Certificates must be purchased in minimum total investments of at least
      $100,000), $100,000 minimum notional amounts and increments of $1,000 in excess
      thereof, in the case of the Class 1-AX, Class 2-AX, Class 3-AX1, Class 3-AX2
      and
      Class 4-AX Certificates and $100,000 and integral dollar multiples of $1 in
      excess thereof, in the case of the Class B-4, Class B-5, Class B-6, Class 4B-4,
      Class 4B-5 and Class 4B-6 Certificates, except that one Certificate of each
      such
      Class of Certificates may be in a different denomination so that the sum of
      the
      denominations of all outstanding Certificates of such Class shall equal the
      Class Certificate Principal Balance or Class Certificate Notional Balance of
      such Class on the Closing Date. Each of the Class A-R Certificates and Class
      4A-R Certificates are issuable only in a Percentage Interest of 100%.
      [Applicable
      to all Classes of Certificates except the Class A-R and Class
      4-AR]

     

    The
      Class
      [4]A-R Certificate is issuable only in a Percentage Interest of
      100%.[Applicable
      only to the Class A-R and Class 4-AR Certificates]

     

    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 Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Depositor, the Seller, the Master Servicer, the Securities Administrator and
      the
      Trustee and any agent of the Depositor or the Trustee may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Depositor, the Trustee nor any such agent shall be affected
      by
      any notice to the contrary.

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

       

    

    In
      the
      case of Group 1 Mortgage Loans, Group 2 Mortgage Loans and Group 3 Mortgage
      Loans (collectively, the “Group 1-3 Mortgage Loans”), Thornburg Mortgage Home
      Loans, Inc., in its capacity as Servicer (hereinafter “TMHL”) may, at its
      option, purchase, on any Distribution Date on which the aggregate of the Stated
      Principal Balances of the Group 1-3 Mortgage Loans as of the end of the
      immediately preceding Due Period is equal to or less than 10% of the Cut-Off
      Date Aggregate Principal Balance of the Group 1-3 Mortgage Loans, all of the
      outstanding Group 1-3 Mortgage Loans and REO Properties at a price equal to
      the
      Termination Price. In the event that TMHL does not exercise such right of
      optional termination, Wells Fargo Bank, N.A. (solely in its capacity as the
      Master Servicer) may, at its option, purchase, on any Distribution Date on
      which
      the aggregate of the Stated Principal Balances of the Group 1-3 Mortgage Loans
      as of the end of the immediately preceding Due Period is equal to or less than
      5% of the Cut-Off Date Aggregate Principal Balances of the Group 1, Group 2
      and
      Group 3 Mortgage Loans, all of the outstanding Group 1-3 Mortgage Loans and
      REO
      Properties at a price equal to Termination Price.

     

    In
      the
      case of the Group 4 Mortgage Loans, Thornburg Mortgage Home Loans, Inc., in
      its
      capacity as Servicer (hereinafter “TMHL”) may, at its option, purchase, on any
      Distribution Date on which the aggregate of the Stated Principal Balances of
      the
      Group 4 Mortgage Loans as of the end of the immediately preceding Due Period
      is
      equal to or less than 10% of the Cut-Off Date Aggregate Principal Balance of
      the
      Group 4 Mortgage Loans, all of the outstanding Group 4 Mortgage Loans and REO
      Properties at a price equal to the Group 4 Termination Price. In the event
      that
      TMHL does not exercise such right of optional termination, Wells Fargo Bank,
      N.A. (solely in its capacity as the Master Servicer) may, at its option,
      purchase, on any Distribution Date on which the aggregate of the Stated
      Principal Balances of the Group 4 Mortgage Loans as of the end of the
      immediately preceding Due Period is equal to or less than 5% of the Cut-Off
      Date
      Aggregate Principal Balance of the Group 4 Mortgage Loans, all of the
      outstanding Group 4 Mortgage Loans and REO Properties at a price equal to the
      Group 4 Termination Price.

     

    In
      the
      event that neither TMHL nor the Master Servicer exercises any right of optional
      termination, the obligations and responsibilities created by the Agreement
      will
      terminate upon notice to the Securities Administrator upon the earliest of
      (i)
      the Distribution Date on which the Class Certificate Principal Balance of each
      Class of Certificates has been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in any Loan Group and (iii) the Latest
      Possible Maturity Date of the Group 4 Mortgage Loans.

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    ____________________________________________________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Securities 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

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

    for
      the
      account
      of___________________________________________________________________________________________________,

    account
      number ________________________, or, if mailed by check, to
      ________________________________________________________  ________________________________________________________________________________________________________________

    Applicable
      statements should be mailed to
      ________________________________________________________________________________

    _________________________________________________________________________________________________________________.

     

    This
      information is provided by
      _________________________________________________________________________________,

    the
      assignee named above, or
      _________________________________________________________________________________________,

    as
      its
      agent. 

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    




    EXHIBIT
      F

     

    REQUEST
      FOR RELEASE 

     

                                   

    Date           
      

     

    [Addressed
      to Trustee

    or,
      if
      applicable, custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Pooling and Servicing Agreement dated as of October 1, 2007 among
      Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Thornburg
      Mortgage Home Loans, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer
      and Securities Administrator and you, as Trustee and Custodian (the “Pooling and
      Servicing Agreement”), the undersigned [Master Servicer] [Servicer] hereby
      requests a release of the Mortgage File held by you as Trustee with respect
      to
      the following described Mortgage Loan for the reason indicated
      below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    1. Mortgage
      Loan paid in full. (The [Master Servicer] [Servicer] hereby certifies that
      all
      amounts received in connection with the loan have been or will be credited
      to
      the Collection Account or the Distribution Account (whichever is applicable)
      pursuant to the Pooling and Servicing Agreement.)

     

    2. The
      Mortgage Loan is being foreclosed.

     

    3. Mortgage
      Loan substituted. (The [Master Servicer] [Servicer] hereby certifies that a
      Qualified Substitute Mortgage Loan has been assigned and delivered to you along
      with the related Mortgage File pursuant to the Pooling and Servicing
      Agreement.)

     

    4. Mortgage
      Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies that the
      Purchase Price has been credited to the Collection Account or the Distribution
      Account (whichever is applicable) pursuant to the Pooling and Servicing
      Agreement.)

     

    5. Other.
      (Describe)

     

    The
      undersigned acknowledges that the above Mortgage File will be held by the
      undersigned in accordance with the provisions of the Pooling and Servicing
      Agreement and will be returned to you within ten (10) days of our receipt of
      the
      Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
      or substituted for a Qualified Substitute Mortgage Loan (in which case the
      Mortgage File will be retained by us without obligation to return to
      you).

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Pooling and
      Servicing Agreement.

     

    _____________________________________

    [Name
      of
      [Master Servicer] [Servicer]]

     

    By:__________________________________

    Name:

    Title:
      Servicing Officer

    


     

    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    FORM
      OF RECEIPT OF MORTGAGE NOTE

     

    RECEIPT
      OF MORTGAGE NOTE

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue

    New
      York, New York 10010

    


    
      	 	
              Re:
                

            	
              Thornburg
                Mortgage Securities Trust 2007-5, 

              
                Mortgage
                  Loan Pass-Through Certificates, Series 2007-5
                   

              

            


    

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement, dated as of October
      1,
      2007, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
      Thornburg Mortgage Home Loans, Inc., as Seller, Wells Fargo Bank, N.A., as
      Master Servicer and Securities Administrator and LaSalle Bank National
      Association, as Trustee, we hereby acknowledge the receipt of the original
      Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with
      any
      exceptions thereto listed on Exhibit 2.

     

    LASALLE
      BANK NATIONAL 

    ASSOCIATION,
      as Trustee

     

    By:           
                                        
 

    Name:

    Title:

     

    


     

    Dated:
      

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

     

    EXCEPTION
      REPORT

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

     

    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

     

    FORM
      OF INTERIM CERTIFICATION OF TRUSTEE

     

    INTERIM
      CERTIFICATION OF TRUSTEE

     

    [date]

     

    
      	
              Credit
                Suisse First Boston Mortgage Securities Corp.

              11
                Madison Avenue

              New
                York, New York 10010

            	 
	 	 
	
              Thornburg
                Mortgage Home Loans, Inc.

              150
                Washington Avenue, Suite 302

              Santa
                Fe, New Mexico 87501

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

     

    
      	 	 Re:	
              Pooling
                and Servicing Agreement among Credit Suisse First Boston Mortgage
                Securities Corp., as Depositor, Thornburg Mortgage Home Loans, Inc.,
                as
                Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities
                Administrator and LaSalle Bank National Association, as Trustee,
                Thornburg
                Mortgage Loan Pass-Through
                Certificates, Series 2007-5 

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      schedule) it has received:

     

    
      	 	
              (i)

            	
              all
                documents required to be delivered to the Trustee pursuant to
                Section 2.01 of the Pooling and Servicing Agreement are in its
                possession;

            


    

     

    
      	 	
              (ii)

            	
              such
                documents have been reviewed by the Trustee and have not been mutilated,
                damaged or torn and relate to such Mortgage Loan;
                and

            


    

     

    
      	 	
              (iii)

            	
              based
                on the Trustee’s examination and only as to the foregoing, the information
                set forth in the Mortgage Loan Schedule that corresponds to items
                (i),
                (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule
                accurately reflects information set forth in the Mortgage
                File.

            


    

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

       

    

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


     

    LASALLE
      BANK NATIONAL 

    ASSOCIATION,
      as Trustee

     

    By:
      ______________________________________

    Name:
      ____________________________________

    Title:
      _____________________________________


     

    
      
        
        

      

      
        G-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-3

     

    FORM
      OF FINAL CERTIFICATION OF TRUSTEE

     

    FINAL
      CERTIFICATION OF TRUSTEE

     

    [date]

     

    
      	
              Credit
                Suisse First Boston Mortgage Securities Corp.

              11
                Madison Avenue

              New
                York, New York 10010

            	 
	 	 
	
              Thornburg
                Mortgage Home Loans, Inc.

              150
                Washington Avenue, Suite 302 

              Santa
                Fe, New Mexico 87501

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

     

    
      
        	 	 Re:	
                Pooling
                  and Servicing Agreement among Credit Suisse First Boston Mortgage
                  Securities Corp., as Depositor, Thornburg Mortgage Home Loans,
                  Inc., as
                  Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities
                  Administrator and LaSalle Bank National Association, as Trustee,
                  Thornburg
                  Mortgage Loan Pass-Through
                  Certificates, Series 2007-5 

              


      

       

    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received all documents required to be
      delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
      Agreement.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and
      (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the
      Pooling and Servicing Agreement accurately reflects information set forth in
      the
      Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    
      
        
        

      

      
        G-3-1

        
          

        

      

      
        
        

      

       

    

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


     

    
      LASALLE
        BANK NATIONAL 

      ASSOCIATION,
        as Trustee

       

      By:
        ______________________________________

      Name:
        ____________________________________

      Title:
        _____________________________________


    

     

    


     

    
      
        
        

      

      
        G-3-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    FORM
      OF LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      ______________________ who first being duly sworn deposes and says: Deponent
      is
      ______________________ of Thornburg Mortgage Home Loans, Inc. (the “Seller”) and
      who has personal knowledge of the facts set out in this affidavit.

     

    On
      ___________________, _________________________ did execute and deliver a
      promissory note in the principal amount of $__________.

     

    That
      said
      note has been misplaced or lost through causes unknown and is currently lost
      and
      unavailable after diligent search has been made. The Seller’s records show that
      an amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and such Seller is still owner and holder in due course of
      said
      lost note.

     

    The
      Seller executes this Affidavit for the purpose of inducing LaSalle Bank National
      Association, as trustee on behalf of Thornburg Mortgage Securities Trust 2007-5,
      Mortgage Loan Pass-Through Certificates, Series 2007-5, to accept the transfer
      of the above described loan from the Seller.

     

    The
      Seller agrees to indemnify LaSalle Bank National Association and Credit Suisse
      First Boston Mortgage Securities Corp. and hold them harmless for any losses
      incurred by such parties resulting from the fact that the above described Note
      has been lost or misplaced.

     

    


    By:
       __________________________________

    __________________________________

     

    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

    On
      this
      ____ day of ___________ 20__, before me, a Notary Public, in and for said County
      and State, appeared ________________________, who acknowledged the extension
      of
      the foregoing and who, having been duly sworn, states that any representations
      therein contained are true.

     

    Witness
      my hand and Notarial Seal this ____ day of _______ 20__.

     

    _______________________________

    _______________________________

     

    My
      commission expires _______________.

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      I

     

    FORM
      OF ERISA REPRESENTATION

     

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue

    New
      York, New York 10010

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    
       

      
        
          	 	 Re:	
                  Thornburg
                    Mortgage Securities Trust 2007-5, Mortgage
                    Loan Pass-Through Certificates, Series 2007-5
                    (for ERISA-Restricted Certificates)  

                


        

         

      

    

     

    Ladies
      and Gentlemen:

     

    1. The
      undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
      __________, on behalf of which she makes this affidavit.

     

    2.  The
      Transferee either (x) is not an employee benefit plan subject to Section 406
      or
      Section 407 of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal
      Revenue Code of 1986, as amended (the “Code”), the Trustee of any such plan or
      arrangement or a person acting on behalf of any such plan or arrangement or
      using the assets of any such plan or arrangement to effect such transfer (a
      “Plan Investor”); (y) if the Certificates have been the subject of an
      ERISA-Qualifying Underwriting, is an insurance company which is purchasing
      such
      Certificates with funds contained in an “insurance company general account” (as
      such term is defined in Section V(e) of Prohibited Transaction Class Exemption
      95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are
      covered under Section I and III of PTCE 95-60; or (z) shall deliver to the
      Securities Administrator and the Depositor an opinion of counsel (a “Benefit
      Plan Opinion”) satisfactory to the Securities Administrator, and upon which the
      Securities Administrator and the Depositor shall be entitled to rely, to the
      effect that the purchase or holding of such Certificate by the Transferee will
      not constitute or result in a non-exempt prohibited transaction under Section
      406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the
      Master Servicer, any Servicer, the Securities Administrator or the Depositor
      to
      any obligation in addition to those undertaken by such entities in the Pooling
      and Servicing Agreement or to any liability, which opinion of counsel shall
      not
      be an expense of the Trustee, the Securities Administrator or the
      Trust.

     

    3. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among Credit Suisse
      First Boston Mortgage Securities Corp., as Depositor, Thornburg Mortgage Home
      Loans, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator and LaSalle Bank National Association, as Trustee,
      no
      transfer of the ERISA-Restricted Certificates shall be permitted to be made
      to
      any person unless the Depositor and Securities Administrator have received
      a
      certificate from such transferee in the form hereof.

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Transferee has executed this certificate.

     

    


     

    _________________________________

    [Transferee]

     

    By:______________________________

    Name:

    Title:

    


    


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-1

     

    FORM
      OF INVESTMENT LETTER [NON-RULE 144A]

     

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue

    New
      York, New York 10010

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      
        
          
            	 	 Re:	
                    
                      Thornburg
                        Mortgage Securities Trust 2007-5, Mortgage
                        Loan Pass-Through Certificates, Series 2007-5
                         

                    

                  


          

           

        

      

    

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates, we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor”, as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d) if we are acquiring an ERISA-Restricted
      Certificate either (i) we are not an employee benefit plan that is subject
      to
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
      plan or an arrangement that is subject to Section 4975 of the Internal Revenue
      Code of 1986, as amended (the “Code”) (a “Plan”), nor are we acting on behalf of
      any such plan or an arrangement nor using the assets of any such plan or
      arrangement to effect such transfer; (ii) if the Certificates have been the
      subject of an ERISA-Qualifying Underwriting, we are an insurance company which
      is purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of
      such Certificates are covered under Section I and III of PTCE 95-60 or (iii)
      we
      have presented an Opinion of Counsel satisfactory to the Securities
      Administrator, which Opinion of Counsel shall not be an expense of either the
      Securities Administrator or the Trust, addressed to the Securities Administrator
      and the Depositor, to the effect that the purchase and holding of such
      ERISA-Restricted Certificate that is a Physical Certificate will not result
      in a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Master Servicer, any Servicer,
      the Securities Administrator or the Depositor to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability, (e) we


     

    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

     

    are
      acquiring the Certificates for investment for our own account and not with
      a
      view to any distribution of such Certificates (but without prejudice to our
      right at all times to sell or otherwise dispose of the Certificates in
      accordance with clause (i) below), (f) we have not offered or sold any
      Certificates to, or solicited offers to buy any Certificates from, any person,
      or otherwise approached or negotiated with any person with respect thereto,
      or
      taken any other action which would result in a violation of Section 5 of the
      Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
      unless (1) such sale, transfer or other disposition is made pursuant to an
      effective registration statement under the Act or is exempt from such
      registration requirements, and if requested, we will at our expense provide
      an
      opinion of counsel to the addressees of this Certificate satisfactory to the
      Securities Administrator that such sale, transfer or other disposition may
      be
      made pursuant to an exemption from the Act, (2) the purchaser or transferee
      of
      such Certificate has executed and delivered to you a certificate to
      substantially the same effect as this certificate, and (3) the purchaser or
      transferee has otherwise complied with any conditions for transfer set forth
      in
      the Pooling and Servicing Agreement.

     

    Very
      truly yours,

     

    [NAME
      OF TRANSFEREE]

     

    By:
                  
                                               


    Authorized
      Officer

     

    


    
      
        
        

      

      
        J-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-2

    


    FORM
      OF RULE 144A INVESTMENT LETTER

     

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue

    New
      York, New York 10010

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    
       

      
        
          
            
              	 	 Re:	
                      
                        Thornburg
                          Mortgage Securities Trust 2007-5, Mortgage
                          Loan Pass-Through Certificates, Series 2007-5
                           

                      

                    


            

             

          

        

      

    

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (c)
      if we are acquiring an ERISA-Restricted Certificate, either: (i) we are not
      an
      employee benefit plan that is subject to the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”), or a plan or an arrangement that is subject
      to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a
“Plan”), nor are we acting on behalf of any such plan or arrangement or using
      the assets of any such plan or arrangement of effect such transfer; (ii) if
      the
      Certificate is the subject of an ERISA-Qualifying Underwriting, we are an
      insurance company which is purchasing such Certificates with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase
      and holding of such Certificates are covered under Section I and III of PTCE
      95-60 or (iii) we have presented an Opinion of Counsel satisfactory to the
      Securities Administrator, which Opinion of Counsel shall not be an expense
      of
      either the Securities Administrator or the Trust, addressed to the Securities
      Administrator and the Depositor, to the effect that the purchase and holding
      of
      such ERISA-Restricted Certificate that is a Physical Certificate will not result
      in a non-exempt prohibited transaction under Section 406 of ERISA or Section
      4975 of the Code and will not subject the Trustee, the Master Servicer, any
      Servicer, the Securities Administrator or the Depositor to any obligation in
      addition to those expressly undertaken in this Agreement or to any liability,
      (d) we have not, nor has anyone acting on our behalf offered, transferred,
      pledged, sold or otherwise disposed of the Certificates, any interest in the
      Certificates or any other similar security to, or solicited any offer to buy
      or
      accept a transfer, pledge or other disposition of the 

     

    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    

     

    Certificates,
      any interest in the Certificates or any other similar security from, or
      otherwise approached or negotiated with respect to the Certificates, any
      interest in the Certificates or any other similar security with, any person
      in
      any manner, or made any general solicitation by means of general advertising
      or
      in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Act or that would render the
      disposition of the Certificates a violation of Section 5 of the Act or require
      registration pursuant thereto, nor will act, nor has authorized or will
      authorize any person to act, in such manner with respect to the Certificates,
      and (e) we are a “qualified institutional buyer” as that term is defined in Rule
      144A under the Act and have completed either of the forms of certification
      to
      that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale
      to
      us is being made in reliance on Rule 144A. We are acquiring the Certificates
      for
      our own account or for resale pursuant to Rule 144A and further, understand
      that
      such Certificates may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Act.

     

    Very
      truly yours,

     

    [NAME
      OF TRANSFEREE]

     

    


    By:
                  
                                              


    Authorized
      Officer

     

    


    
      
        
        

      

      
        J-2-2

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT J-2

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    i. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    ii. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis $            1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ___ Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    ___ Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    ___ Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, which is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    ___ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

     

      
        

      

    

    
      
        	
                1

              	
                Buyer
                  must own and/or invest on a discretionary basis at least $100,000,000
                  in
                  securities unless Buyer is a dealer, and, in that case, Buyer must
                  own
                  and/or invest on a discretionary basis at least $10,000,000 in
                  securities.

              


      

       

    

    
      
        
        

      

      
        J-2-3

        
          

        

      

      
        
        

      

    

     

    ___ Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    ___ State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    ___ ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974.

     

    ___ Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940.

     

    ___ Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ___ Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940.

     

    iii. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
      (v) loan participations, (vi) repurchase agreements, (vii) securities owned
      but
      subject to a repurchase agreement and (viii) currency, interest rate and
      commodity swaps.

     

    iv. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    v. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    vi. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the
      information

     

    
      
        
        

      

      
        J-2-4

        
          

        

      

      
        
        

      

    

     

     and
      conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     

                  
                                                                                     


        Print
      Name of
      Buyer

     

    By:          
                                                                                  
 

    Name:                                                                                    

    Title:                                                                                      

     

    Date:         
                     


     

    
      
        
        

      

      
        J-2-5

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT J-2

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value, and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    ___ The
      Buyer
      owned $            
      in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A).

     

    ___ The
      Buyer
      is part of a Family of Investment Companies which owned in the aggregate
      $        
      in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A).

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

    
      
        
        

      

      
        J-2-6

        
          

        

      

      
        
        

      

       

    

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
      purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

        
                                                                                     


        Print
      Name of
      Buyer or Adviser

     

    By:                                                                                         

    Name:                                                                                    

    Title:                                                                                      

     

    IF
      AN ADVISER:

     

    
          
                                                                                       

Print
      Name of Buyer

     

    Date:    
                          


     

    
      
        
        

      

      
        J-2-7

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      K

     

    FORM
      OF TRANSFEROR CERTIFICATE

     

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue

    New
      York, New York 10010

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    
      
         

        
          
            
              
                	 	 Re:	
                        
                          
                            Thornburg
                              Mortgage Securities Trust 2007-5, Mortgage Loan
                              Pass-Through Certificates, Series 2007-5, Class A-R
                              and
                              Class 4A-R

                          

                        

                      


              

               

            

          

        

      

    

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed transfer of an Ownership Interest in Class [A-R]
      [4A-R]Certificates, we hereby certify that (a) we have no knowledge that the
      proposed Transferee is not a Permitted Transferee acquiring an Ownership
      Interest in such Class [A-R] [4A-R] Certificate for its own account and not
      in a
      capacity as trustee, nominee, or agent for another Person, and (b) we have
      not
      undertaken the proposed transfer in whole or in part to impede the assessment
      or
      collection of tax.

     

    Very
      truly yours,

     

    [_____________________]

     

    By:
      ______________________________

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    TRANSFER
      AFFIDAVIT FOR CLASS A-R and CLASS 4A-R CERTIFICATE

    PURSUANT
      TO SECTION 6.02(e)

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-5,

    MORTGAGE
      LOAN PASS-THROUGH CERTIFICATES, SERIES 2007-5, 

    CLASS
      A-R AND CLASS 4A-R 

     

    
      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

       

    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    
      	
              1.

            	
              The
                undersigned is an officer of ______________________, the proposed
                Transferee of a 100% Ownership Interest in the [Class A-R] [Class
                4A-R]
                Certificate (the “Certificate”) issued pursuant to the Pooling and
                Servicing Agreement, (the “Agreement”), dated as of October 1, 2007,
                relating to the above-referenced Certificates, among Credit Suisse
                First
                Boston Mortgage Securities Corp., as Depositor, Thornburg Mortgage
                Home
                Loans, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer
                and
                LaSalle Bank National Association, as Trustee. Capitalized terms
                used, but
                not defined herein, shall have the meanings ascribed to such terms
                in the
                Agreement. The Transferee has authorized the undersigned to make
                this
                affidavit on behalf of the
                Transferee.

            


    

     

    
      	
              2.

            	
              The
                Transferee is, as of the date hereof, and will be, as of the date
                of the
                Transfer, a Permitted Transferee. The Transferee is acquiring its
                Ownership Interest for its own account and not in a capacity as trustee,
                nominee or agent for another party.

            


    

     

    
      	
              3.

            	
              The
                Transferee has been advised of, and understands that (i) a tax will
                be
                imposed on Transfers of the Certificate to Persons that are not Permitted
                Transferees; (ii) such tax will be imposed on the transferor, or,
                if such
                Transfer is through an agent (which includes a broker, nominee or
                middleman) for a Person that is not a Permitted Transferee, on the
                agent;
                and (iii) the Person otherwise liable for the tax shall be relieved
                of
                liability for the tax if the subsequent Transferee furnished to such
                Person an affidavit that such subsequent Transferee is a Permitted
                Transferee and, at the time of Transfer, such Person does not have
                actual
                knowledge that the affidavit is false. The Transferee has provided
                financial statements or other financial information requested by
                the
                Transferor in connection with the transfer of the Certificate to
                permit
                the Transferor to assess the financial capability of the Transferee
                to pay
                such taxes.

            


    

     

    
      	
              4.

            	
              The
                Transferee has been advised of, and understands that a tax may be
                imposed
                on a “pass-through entity” holding the Certificate if, at any time during
                the taxable year of the pass-through entity, a Disqualified Organization
                is the record holder of an interest in such entity. The Transferee
                understands that such tax will not be imposed for any period with
                respect
                to which the record holder furnishes to the pass-through entity an
                affidavit that such record holder is not a Disqualified Organization
                and
                the pass-through entity does not have actual knowledge that such
                affidavit
                is false. (For this purpose, a “pass-through entity” includes a regulated
                investment company, a real estate investment trust or common trust
                fund, a
                partnership, trust or estate, and certain cooperatives and, except
                as may
                be provided in Treasury Regulations, persons holding interests in
                pass-through entities as a nominee for another
                Person.)

            


    

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              The
                Transferee has reviewed the provisions of Section 6.02(e) of the
                Agreement
                and understands the legal consequences of the acquisition of an Ownership
                Interest in the Certificate including, without limitation, the
                restrictions on subsequent Transfers and the provisions regarding
                voiding
                the Transfer and mandatory sales. The Transferee expressly agrees
                to be
                bound by and to abide by the provisions of Section 6.02(e) of the
                Agreement and the restrictions noted on the face of the Certificate.
                The
                Transferee understands and agrees that any breach of any of the
                representations included herein shall render the Transfer to the
                Transferee contemplated hereby null and
                void.

            


    

     

    
      	
              6.

            	
              The
                Transferee agrees to require a Transfer Affidavit from any Person
                to whom
                the Transferee attempts to Transfer its Ownership Interest in the
                Certificate, and the Transferee will not Transfer its Ownership Interest
                or cause any Ownership Interest to be Transferred to any Person that
                the
                Transferee knows is not a Permitted Transferee. In connection with
                any
                such Transfer by the Transferee, the Transferee agrees to deliver
                to the
                Securities Administrator a certificate substantially in the form
                set forth
                as Exhibit K to the Agreement (a “Transferor
                Certificate”).

            


    

     

    
      	
              7.

            	
              The
                Transferee does not have the intention to impede the assessment or
                collection of any tax legally required to be paid with respect to
                the
                Certificate.

            


    

     

    
      	8.	
              The
                Transferee’s taxpayer identification number is             .

            


    

     

    
      	
              9.

            	
              The
                Transferee is aware that the Certificate may be a “noneconomic residual
                interest” within the meaning of the REMIC provisions and that the
                transferor of a noneconomic residual interest will remain liable
                for any
                taxes due with respect to the income on such residual interest, unless
                no
                significant purpose of the transfer was to impede the assessment
                or
                collection of tax.

            


    

     

    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

     

    [NAME
      OF TRANSFEREE]

     

    By:                                                                     &am
p;am
      p;am p;#1
      60;                   

    Name:                                                                     &
amp;
      amp; amp;
      #160;              

    Title:                                                                     

                       

     

    [Corporate
      Seal]

     

    ATTEST:

     

                  
                               


    [Assistant]
      Secretary

     

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

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    


    


         
                                                                          


    NOTARY
      PUBLIC

     

    My
      Commission expires the     
      day of
                ,
      20  .

     

    


    
      
        
        

      

      
        L-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    [RESERVED]

     

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    LIST
      OF SERVICERS AND SERVICING AGREEMENTS

     

    
      	 	
              1.

            	
              (a)
                Servicing Agreement, dated as of March 1, 2002, among Thornburg Mortgage
                Home Loans, Inc. (“Thornburg”), as seller and servicer and Wells Fargo
                Bank, N.A., as master servicer, as amended by the Amendment to Servicing
                Agreement, dated as of December 1, 2002, and as amended by the Second
                Amendment to Servicing Agreement, dated as of January 1, 2006, and
                (b) the
                Subservicing Acknowledgement Agreement, dated as of March 1, 2002,
                between
                Thornburg, as servicer, and Cenlar FSB, as sub-servicer (“Cenlar”), as
                amended by the Amendment to Subservicing Acknowledgement Agreement,
                dated
                as of January 1, 2002, by the Second Amendment to Subservicing
                Acknowledgement Agreement, dated as of January 1, 2006, by the Third
                Amendment to Subservicing Acknowledgement Agreement, dated as of
                August 1,
                2007, and by the Fourth Amendment to Subservicing Acknowledgement
                Agreement, dated as of October 1, 2007, including the related Transfer
                Notice, dated October 26, 2007, from Thornburg, as seller, to Thornburg,
                as servicer, and Cenlar, as
                sub-servicer.

            


    

     

    
      	 	
              2.

            	
              Amended
                and Restated Correspondent Loan Purchase Agreement, dated as of March
                25,
                2002, between Thornburg Mortgage Home Loans, Inc. (“Thornburg”) and First
                Republic Bank (“First Republic”), including the related Transfer Notice,
                dated October 23,
                2007, from Thornburg to First
                Republic.

            


    

     

    
      	 	
              3.

            	
              Amended
                and Restated Correspondent Loan Purchase Agreement, dated as of March
                27,
                2002, between Thornburg Mortgage Home Loans, Inc. (“Thornburg”) and
                Colonial Savings, F.A. (“Colonial”), including the related Transfer
                Notice, dated October 23, 2007, from Thornburg to
                Colonial.

            


    

     

    
      	 	
              4.

            	
              Correspondent
                Loan Purchase Agreement, dated as of January 31, 2006, between Thornburg
                Mortgage Home Loans, Inc. (“Thornburg”) and Mellon Trust of New England,
                N.A. (“Mellon”), including the related Transfer Notice, dated October 23,
                2007, from Thornburg to Mellon.

            


    

     

    
      	 	
              5.

            	
              Correspondent
                Loan Purchase Agreement, dated as of April 6, 2006, between Thornburg
                Mortgage Home Loans, Inc. (“Thornburg”) and First Horizon Home Loans, a
                division of First Tennessee Bank National Association (“First Horizon”),
                including the related Transfer Notice, dated October 23, 2007, from
                Thornburg to First Horizon.

            


    

     

    
      	 	
              6.

            	
              Reconstituted
                Servicing Agreement, dated as of October 1, 2007, by and among Thornburg,
                Countrywide Home Loans Servicing LP (“Countrywide”), as servicer, LaSalle
                Bank National Association, as trustee, and acknowledged by Wells
                Fargo
                Bank, N.A., as master servicer, relating to the Mortgage Loan Purchase
                and
                Servicing Agreement dated as of September 1, 2005 as amended by the
                Amendment Number Two dated as of June 19, 2006 by and between Thornburg
                and Countrywide and by the Amendment Reg AB dated as of July 1, 2006
                by
                and between Thornburg and
                Countrywide.

            


    

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      O

     

    [Reserved]

     

    


     

    


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      P


     

    [Reserved]

     

    


    


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      Q

     

    SERVICING
      CRITERIA

     

    


    The
      assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
      Fargo”), in its capacities as Master Servicer and Securities Administrator, and
      LaSalle Bank National Association, in its capacity as Custodian, shall address,
      at a minimum, the criteria identified below as “Applicable Servicing
      Criteria”:

     

    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for Wells Fargo

            	
              Applicable

              Servicing

              Criteria
                for LaSalle

            
	
              Reference

            	
              Criteria

            	 	 


    

    
      	 	
              General
                Servicing Considerations

            	 	 
	 	 	 	 
	
              1122(d)(1)(i)

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

            	
              X

            	 
	
              1122(d)(1)(ii)

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

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	 
	
              1122(d)(2)(ii)

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

            	
              X

            	 
	
              1122(d)(2)(iii)

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

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	 


    

     

    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              	
                Applicable

                Servicing

                Criteria
                  for LaSalle

              
	
                Reference

              	
                Criteria

              	 	 


      

    

    
      	
              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.

            	
              X

            	 
	
              1122(d)(2)(vii)

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

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	
              X

            	 
	
              1122(d)(3)(ii)

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

            	
              X

            	 
	
              1122(d)(3)(iii)

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

            	
              X

            	 
	
              1122(d)(3)(iv)

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

            	
              X

            	 


    

     

    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              	
                Applicable

                Servicing

                Criteria
                  for LaSalle

              
	
                Reference

              	
                Criteria

              	 	 


      

    

    
      	 	
              Pool
                Asset Administration

            	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 	
              X

            
	
              1122(d)(4)(iii)

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

            	 	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 
	
              1122(d)(4)(vii)

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

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	 


    

     

    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              	
                Applicable

                Servicing

                Criteria
                  for LaSalle

              
	
                Reference

              	
                Criteria

              	 	 


      

    

    
      	
              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.

            	
              X

            	 
	
              1122(d)(4)(xv)

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

            	
              X

            	 
	 	 	 	 


    

     

    


    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Distribution Date Statement

            	
              Servicer

              Master
                Servicer

              Securities
                Administrator

            
	
              Any
                information required by 1121 which is NOT included on the Distribution
                Date Statement

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Servicer

            
	
              ▪
                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

            


    

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                


        

      

    

    
      	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

              Trustee
                (in the event of the 

              Master
                Servicer’s termination)

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

               

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

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              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

            


    

     

    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    

    
       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              


      

    

    
      	
              Item
                9: Exhibits

            	 
	
              Distribution
                Date Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

    


    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            


    

    
      	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Securities
                Administrator

              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1114(b)(2): Credit Enhancement Provider Financial
                Information

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1117: Legal Proceedings

            	 


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

    
       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

    

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Servicer

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

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	
              Depositor
                as to Depositor and Issuing Entity (a) 

              Sponsor/Seller
                as to Sponsor/Seller (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to Depositor and Issuing Entity (a) 

              Sponsor/Seller
                as to Sponsor/Seller (a)

            


    

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

    

    
      	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to Depositor and Issuing Entity 

              Sponsor/Seller
                as to Sponsor/Seller

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            


    

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      T

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              Item
                1.01- Entry into a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

               

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

            	
              All
                parties

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

            	
              All
                parties

            
	
              Item
                1.03- Bankruptcy or Receivership

               

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

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

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

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            


    

     

    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              


      

    

    
      	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the Distribution Date Statements to the
                certificateholders.

            	
              Depositor

              Master
                Servicer

              Securities
                Administrator

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

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

            	
              Securities
                Administrator

              Depositor

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

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

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

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

            	
              Master
                Servicer/Securities Administrator/Depositor/

              Servicer/Trustee
                (if change of the 

              Securities
                Administrator)

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

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

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

            	
              Depositor/Securities
                Administrator

            


    

     

    
      
        
        

      

      
        T-2

        
          

        

      

      
        
        

      

    

     

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              


      

    

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

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

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

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties

            
	
              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

            


    

    
      
        
        

      

      
        T-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      U

     

    FORM
      OF
      ADDITIONAL DISCLOSURE NOTIFICATION

     

    Wells
      Fargo Bank, N.A. as Securities Administrator 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - THORNBURG MORTGAGE TRUST 2007-5-SEC REPORT
      PROCESSING

     

    RE:
      Additional Form [     ] Disclosure
      Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
      dated
      as of October 1, 2007 by and among the Credit Suisse First Boston Mortgage
      Securities Corp., as depositor, Thornburg Mortgage Home Loans, Inc., as seller,
      Wells Fargo Bank, N.A., as master servicer and securities administrator and
      LaSalle Bank National Association, as 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 [     ]
      Disclosure:

     

     

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

     

    [NAME
      OF
      PARTY]

    as
      [role]

     

    


     

    By:
      __________________

    Name:

    Title:

     

    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I

     

    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

    
      
        
        

      

      
        SCHEDULE
          I

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

     

    GROUP
      1 MORTGAGE LOAN SCHEDULE

     

    [To
      be
      updated by Seller on each distribution date for which a Modifiable Mortgage
      Loan
      becomes modified in the immediately preceding Due Period.]

     

    


     

    
       

      
        
          
          

        

        
          SCHEDULE
            II

          
            

          

        

        
          
          

        

      

    



    SCHEDULE
      III

     

    GROUP
      2 MORTGAGE LOAN SCHEDULE

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

    


    
       

      
        
          
          

        

        
          SCHEDULE
            III

          
            

          

        

        
          
          

        

      

    



    SCHEDULE
      IV

     

    GROUP
      3 MORTGAGE LOAN SCHEDULE

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

     

    
      
        
        

      

      
        SCHEDULE
          IV

        
          

        

      

      
        
        




    

    SCHEDULE
      V

     

    GROUP
      4 MORTGAGE LOAN SCHEDULE

     

    [To
      be retained in a separate closing binder entitled “Thornburg 2007-5 Mortgage
      Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

     

     

    
       

      
        
          
          

        

        
          SCHEDULE
            V